Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. Licensee Each Party shall have notify the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware other of any infringement or misappropriation possible infringement of the Licensor Intellectual Property Licensed Patent Rights in the Territory by a Third Party promptly after it becomes aware of such infringement. Anthera (or its Affiliate or sublicensee, as applicable) will have the first right, but not the obligation, to institute, prosecute, and control any third-partyaction or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by counsel of its own choice. Lilly shall have the right, at its own expense, to be represented in any such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTaction by counsel of its own choice, provided that Anthera will in any event control the action. EACH SUCH PORTIONNotwithstanding the foregoing, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Lilly of its intent to bring such action or proceeding and shall consult with Lilly regarding Anthera’s planned course of action. Lilly shall have the option to assign to Anthera its ownership interest in any patent applications or patents at issue prior to the initiation by Anthera of an infringement action or proceeding with respect to such patent applications or patents. Lilly shall provide reasonable assistance and cooperation to Anthera at Anthera’s expense and may, at their sole discretion and expense and by counsel of their choice, join in such Enforcement Action. If Anthera does not institute an Enforcement Action within (a) [***] following written notice of alleged infringement and request by Lilly to initiate such action, or (b) [*]**] before the time limit, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify if any, set forth in the other parties appropriate laws and regulations for the filing of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringementactions, Licensors whichever comes first, Lilly shall have the right right, but not the obligation, to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to control any such suit action or suits or proceedingproceeding at its own expense and by counsel of its own choice. In such event, Anthera shall provide reasonable assistance and cooperation to Lilly in connection with such Enforcement Action at Lilly’s expense. If Lilly institutes an Enforcement Action, Anthera shall have the right, at its own expense, to be represented in any and all recoveriessuch action by counsel of its own choice. Any damages, awardssettlement amounts, or payments other consideration resulting from said suits or any settlements thereof shall be divided equally by the parties such action, after reimbursement of Licensors for its each Party’s attorneys fees and court costs in connection with such action and other expenses related thereto, shall belong to the Party that initiated the action; provided, however, that if Anthera is the initiating Party, the remainder (after reimbursement of fees, costs and other expenses in bringing related thereto of the lawsuitParties) will be deemed to be Net Sales subject to applicable royalty obligations.

Infringement by Third Parties. Licensee (a) Each Party shall promptly give the other Party notice of any actual or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party against any such Third Party. However, BGM shall have the initial first right to bring suit initiate and initiate proceedings relating to any infringement prosecute such legal action at its own expense and in the name of the Licensor Intellectual Property BGM and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by LicenseeACSB provided, and any and all recoverieshowever, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors that Biomed Booster shall have the right to bring participate in any such suit legal action against any such Third Party for infringement of any ACSB Existing IP to the extent such a right to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, and ACSB thereafter shall have the right but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to obtain satisfactory results from any such proceedings, provided, that Licensors legal action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally borne by the parties after reimbursement Party that initiates such action. Portions of Licensors for its costs this Exhibit, indicated by the xxxx “[***],” were omitted and expenses in bringing have been filed separately with the lawsuit.Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ARTICLE 5

Infringement by Third Parties. Licensee shall Gen-Probe will have the initial right right, but not the obligation, at its own expense to bring suit and initiate proceedings relating control an action to any enforce the Gen-Probe Patents, whether the infringement of has occurred in the Licensor Intellectual Property Company Field or not; provided, however, that Company will be entitled to join and to settle the same. All costs and expenses relating to participate in any such suit or suits or proceeding shall be paid for by Licenseeaction at its own expense to the extent the alleged infringement would have a material adverse effect in the Company Field, provided that Gen-Probe will maintain control of and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property direction of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licenseeaction. If any party becomes aware Gen-Probe does not bring an action against the alleged infringer within 60 days after written notice from Company and the alleged infringement has occurred in the Company Field, Company may request that Gen-Probe bring and control such an action with respect to infringement in the Company Field, which request shall explain the rationale and support for taking such an action, which Gen-Probe will consider in good faith subject to agreement between Company and Gen-Probe on an appropriate sharing of any infringement or misappropriation costs of the Licensor Intellectual Property by any thirdbringing such action, provided that Gen-party, Probe will maintain control of and direction of such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTaction. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Each party shall promptly notify the other par1y if it learns of any infringement matter concerning the Gen-Probe Patents. The expense of the parties in bringing suit will first be reimbursed out of such and provide any moneys recovered, with the other parties party bringing the suit being reimbursed first. Except as otherwise agreed pursuant to any cost-sharing arrangement, the balance of any recovery shall be distributed: (a) with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating respect to the infringement portion (percentage) of the Licensor Intellectual Property within one hundred twenty total recovery that is reasonably related to infringement in the Company Field, (120i) days to Company in an amount equal to its lost profits or a reasonable royalty on the sales of learning the infringer (whichever measure of such infringement, Licensors damages shall have been applied) with respect to the right portion (percentage) of the total recovery that is reasonably related to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for infringement in the payment of all costs and expenses relating to any such suit or suits or proceedingCompany Field, and any (ii) then to Gen-Probe in an amount equal to the royalties and other fees due Gen-Probe based on such sales (if a sales of the infringer measure of damages is applied) or a reasonable approximation of the royalties that Company would have owed to Gen-Probe on sales of Products that Company lost to the infringer (if a lost profits measure of damages is applied); and (b) 100% to Gen-Probe with respect to the portion (percentage) of the total recovery that is reasonably related to infringement outside the Company Field. The balance, if any, remaining after Company has been compensated for lost profits or lost sales within the Company Field and Gen.-Probe has been compensated for lost royalties in respect of infringement within the Company Field and Gen-Probe has recovered all recoveries, awards, or payments from said suits or any settlements thereof direct damages in respect of infringement outside the Company Field shall be divided equally by as follows: (1) 20% to Gen-Probe and 80% to Company with respect to the parties after reimbursement portion (percentage) of Licensors for its costs the total recovery that is reasonably related to infringement in the Company Field; and expenses in bringing (2) 100% to Gen-Probe with respect to the lawsuitportion (percentage) of the total recovery that is reasonably related to infringement outside the Company Field.

Infringement by Third Parties. Licensee shall have In the initial right to bring suit and initiate proceedings relating to any event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Licensor Intellectual Property and to settle Novavax Patents or Patents that issue from Developed Know-How in the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awardsTerritory, or payments from said suits or any settlements thereof shall be with respect to ROW Patents anywhere in the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement world, or misappropriation of the Licensor Intellectual Property by Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any thirdthat is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-partyHow”), then such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such third party activities, including identification of the third party and provide delineation of the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings facts relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors third party activities. The Company shall have the right (but shall not be obligated) to bring enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such suit third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or initiate alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such proceedingsthird party), providedat Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, that Licensors if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally retained by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitprosecuting party.

Infringement by Third Parties. Licensee 7.1 LICENSEE, at its expense, shall have the initial right use commercially reasonable efforts to bring suit enforce any patent exclusively licensed hereunder against substantial and initiate proceedings relating continuing infringement by third parties and is entitled to any infringement retain recovery from such enforcement. It is understood, however, that such obligation shall not be deemed to require LICENSEE to take such actions with respect to each such infringement, and LICENSEE may take into account reasonable strategic and other considerations in determining which infringers to take action against, as well as when and whether to do so. After reimbursement of the Licensor Intellectual Property and to settle the same. All LICENSEE’s reasonable legal costs and expenses relating related to such recovery, LICENSEE agrees to pay a percentage of the monetary recovery it receives to UTMDACC, such percentage to be equal to the percentage that would apply under Section 4.1 if such monetary recovery was considered SUBLICENSE INCOME under this AGREEMENT; provided that for any monetary recovery that is for sales of LICENSED PRODUCTS lost to the infringement, in no event shall LICENSEE be responsible to pay UTMDACC amounts in excess of the royalty detailed in Section 4.1(d) for such lost sales. LICENSEE must notify UTMDACC in writing of any material potential infringement within thirty (30) calendar days of knowledge thereof. If within twelve (12) months of a request by UTMDACC to file suit, LICENSEE does not file suit or suits or proceeding shall against a third party that UTMDACC and LICENSEE mutually agree is a substantial infringer and that enforcement would be paid for by Licensee, and any and all recoveries, awardsin the best interest of the licensed products (such agreement not to be unreasonably withheld), or payments from said suits where there is a good-faith dispute on the matter, it is so determined pursuant to the dispute-resolution procedures of Section 15.6 below, then BOARD or UTMDACC may, at its sole discretion, enforce any settlements thereof shall be patent licensed hereunder against the property infringing activities of Licensee. Licensors shall reasonably cooperate such infringer, with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS UTMDACC retaining [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties all recoveries from such enforcement after reimbursement of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all UTMDACC’s reasonable legal costs and expenses relating related to any such recovery; provided LICENSEE shall always have the option to jointly participate in such enforcement action, including, at LICENSEE’s discretion, by jointly bringing the action with UTMDACC or joining as a party plaintiff. If LICENSEE joins such suit or suits or proceedingand shares in the legal costs and expenses of the enforcement, and then any and all recoveries, awards, or payments recovery from said suits or any settlements thereof such enforcement shall be divided equally shared by the parties in direct proportion to the reasonable legal costs and expenses paid by each party related to the recovery; provided that in no event shall UTMDACC retain more than [***] of any recovery after reimbursement of Licensors for its costs and expenses in bringing the lawsuitparties’ legal costs.

Infringement by Third Parties. Licensee Anthera shall have the initial right to bring suit notify Shionogi and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware Lilly of any infringement or misappropriation possible infringement of the Licensor Intellectual Property Licensed Patent Rights in the Territory by a Third Party promptly after it becomes aware of such infringement. Anthera will have the first right, but not the obligation, to institute, prosecute, and control any third-partyaction or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by counsel of its own choice. Whichever of Shionogi and/or Lilly has an ownership interest in the applicable Licensed Patent Rights shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Notwithstanding the foregoing, prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Shionogi and/or Lilly of its intent to bring such action or proceeding and shall consult with Shionogi and/or Lilly regarding Anthera’s planned course of action. Each of Shionogi and Lilly shall have the option to assign to Anthera their ownership interest in any patent applications or patents at issue prior to the initiation by Anthera of an infringement action or proceeding with respect to such patent applications or patents. Shionogi and/or Lilly shall provide reasonable assistance and cooperation to Anthera at their own expense and may, at their sole discretion and expense and by counsel of their choice, join in such Enforcement Action. If Anthera fails to institute an Enforcement Action within [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify whichever of Shionogi and/or Lilly has an ownership interest in the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors applicable Licensed Patent Rights shall have the right right, but not the obligation, to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to control any such suit action or suits proceeding at its own expense and by counsel of its own choice. In such event, Anthera shall provide reasonable assistance and cooperation to Shionogi and/or Lilly in connection with such Enforcement Action at its own expense. If Shionogi or proceedingLilly institutes an Enforcement Action, and Anthera shall have the right, at its own expense, to be represented in any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally such action by the parties after reimbursement counsel of Licensors for its costs and expenses in bringing the lawsuitown choice. [***].

Infringement by Third Parties. Licensee 5.1 Licensee, at its expense, shall have the initial right first right, but not the obligation, to bring suit and initiate proceedings relating to enforce any patent exclusively licensed hereunder against infringement of by third parties in the Licensor Intellectual Property and to settle Licensed Field within the sameLicensed Territory. All costs and expenses relating to any such suit or suits or proceeding A potential infringer shall be paid for by Licensee, and any and all recoveries, awards, or payments deemed a “Substantial Infringer”: if gross sales revenue from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS allegedly infringing commercial activities exceeds [***] ([***]) times Licensee’s bona fide estimate of the cost of enforcement beginning with investigation costs, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any continuing through discovery, trial, and all evidence thereof in its possession or controlreasonably forecast appeals and remands. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs fees and expenses relating associated with such enforcement incurred by Licensee and incurred by MD Xxxxxxxx in providing cooperation in such enforcement. Any recovery for actual damages or punitive or enhanced damages in excess of Licensee’s documented, third-party expenses in enforcing the Licensed Subject Matter and amounts actually reimbursed by Licensee to MD Xxxxxxxx under this Section 5.1 shall be shared by Licensee with MD Xxxxxxxx as follows: [***]% of such recovery shall be provided to MD Xxxxxxxx and [***]% shall be retained by Licensee. Licensee must notify MD Xxxxxxxx in writing of any potential Substantial Infringer in the Licensed Field within the Licensed Territory within thirty (30) calendar days of knowledge thereof. If Licensee does not actively seek to file suit against a Substantial Infringer Licensee knows about in the Licensed Field within the Licensed Territory within [***] ([***]) months of knowledge thereof, then Board or MD Xxxxxxxx may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and Licensee, with MD Xxxxxxxx retaining all recoveries from such enforcement, and/or reduce the licenses that cover the infringing activity to co-exclusives. If Licensee knows of a potential infringer who is not a Substantial Infringer and Licensee does not file suit or suits use other measures to deter infringement, then Licensee shall confer with MD Xxxxxxxx’x Office of Technology Commercialization to reach consensus on how to deal with the non-Substantial Potential Infringer and if Licensee does not follow a course of action acceptable to MD Xxxxxxxx, then MD Xxxxxxxx will give Licensee notice that Licensee must take an action or proceedingseries of actions to protect the patent exclusivity, and if Licensee does not then report affirmative actions (which may include filing suit) or does not use other reasonable measures to enforce the rights granted hereunder against such potential infringer within [***] ([***]) months after receipt of MD Xxxxxxxx’x notice, then Board or MD Xxxxxxxx may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and Licensee, with MD Xxxxxxxx retaining all recoveriesrecoveries from such enforcement, awards, or payments from said suits or any settlements thereof shall be divided equally by and/or reduce the parties after reimbursement of Licensors for its costs and expenses in bringing licenses that cover the lawsuitinfringing activity to co-exclusive.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Either party shall promptly notify the other parties party of such any infringement of any LICENSED PATENTS, misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other parties party with any all available evidence relating thereto. K-A and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating ORTHO shall then consult with each other as to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors best manner in which to proceed. K-A shall have the right right, but not the obligation, to bring bring, defend and maintain any appropriate suit or action. If K-A requests ORTHO to join K-A in such suit or initiate action and ORTHO agrees to do so, ORTHO shall execute all papers and perform such proceedingsother acts as may be reasonably required and may, providedat its option, that Licensors be represented by counsel of its choice. K-A shall be responsible for the payment of all costs and pay ORTHO its reasonable expenses relating to (including its attorney's fees) in connection with any such suit or suits action. Should K-A lack standing to bring any such action, then K-A may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event K-A fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or proceedingaction. If ORTHO finds it necessary to join K-A in such suit or action, K-A shall execute all papers and perform such other acts as may be reasonably required and may, at its option, be represented by counsel of its choice. ORTHO shall pay to K-A the reasonable expenses of K-A (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly bring any action or suit hereunder and all recoveriesshare the expenses thereof, awards, any amount recovered in any such action or payments from said suits or any settlements thereof suit shall be divided equally retained by the parties after reimbursement of Licensors for its costs and party bearing the expenses in bringing the lawsuitthereof.

Infringement by Third Parties. Licensee Anthera shall have the initial right to bring suit notify Shionogi and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware Lilly of any infringement or misappropriation possible infringement of the Licensor Intellectual Property Licensed Patent Rights in the Territory by a Third Party promptly after it becomes aware of such infringement. Anthera will have the first right, but not the obligation, to institute, prosecute, and control any third-partyaction or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by counsel of its own choice. Whichever of Shionogi and/or Lilly has an ownership interest in the applicable Licensed Patent Rights shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Notwithstanding the foregoing, prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Shionogi and/or Lilly of its intent to bring such action or proceeding and shall consult with Shionogi and/or Lilly regarding Anthera’s planned course of action. Each of Shionogi and Lilly shall have the option to assign to Anthera their ownership interest in any patent applications or patents at issue prior to the initiation by Anthera of an infringement action or proceeding with respect to such patent applications or patents. Shionogi and/or Lilly shall provide reasonable assistance and cooperation to Anthera at their own expense and may, at their sole discretion and expense and by counsel of their choice, join in such Enforcement Action. If Anthera fails to institute an Enforcement Action within [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify whichever of Shionogi and/or Lilly has an ownership interest in the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors applicable Licensed Patent Rights shall have the right right, but not the obligation, to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to control any such suit action or suits proceeding at its own expense and by counsel of its own choice. In such event, Anthera shall provide reasonable assistance and cooperation to Shionogi and/or Lilly in connection with such Enforcement Action at its own expense. If Shionogi or proceedingLilly institutes an Enforcement Action, and Anthera shall have the right, at its own expense, to be represented in any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally such action by the parties after reimbursement counsel of Licensors for its costs and expenses in bringing the lawsuit.own choice. [***]. 8.4

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same8.2.1. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party Each Party shall promptly notify the other parties Party in writing of any alleged or threatened infringement of any Licensed Patent in the Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such and provide instance Licensor shall have the other parties with any and all evidence thereof in sole right, at its possession or control. Should Licensee choose not option, to bring suit such alleged or initiate proceedings relating threatened Competitive Infringement to an end and Licensee shall provide reasonable assistance to Licensor in connection therewith, at Licensee’s cost and expense (the infringement costs and expenses of the Licensor Intellectual Property in connection therewith, including the investigation and analysis thereof, to be reimbursed to Licensor by Licensee on an as-incurred basis). Licensee shall be entitled to be represented by independent counsel of its own choice and at its own expense. Licensor shall keep Licensee and/or its designated legal counsel reasonably informed as to the progress in connection with the foregoing Competitive Infringement. If Licensor fails to initiate a suit or take other appropriate action that it has the right to initiate or take pursuant to this Section 8.2 with respect to a Competitive Infringement in the Territory within one hundred twenty ninety (12090) days after becoming aware of learning the basis for such suit or action, then Licensee may, in its discretion, provide Licensor with written notice requiring Licensor to initiate a suit or take other appropriate action with respect to such Competitive Infringement in the Territory, such suit or other appropriation action to be taken at the sole cost and expense of such infringementLicensee. Notwithstanding anything to the contrary contained in this Agreement, Licensors Licensor shall have the unilateral right to bring such enter into any settlement without the prior written consent of Licensee with respect to any Competitive Infringement suit or initiate action to the extent such proceedingssettlement would not adversely affect the Licensee’s rights or benefits with respect to the Development or Commercialization of the Product, providedin which case, that Licensors Licensee’s prior written consent shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceedingrequired, and any and all recoveries, awards, or payments from said suits or any settlements thereof which consent shall not be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitunreasonably withheld.

Infringement by Third Parties. Licensee shall have the initial right to bring suit EpiCept and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party MEDA shall promptly notify the other parties in writing of any alleged or threatened infringement of any EpiCept Patent of which they become aware. EpiCept shall have the sole right to bring and control any action or proceeding with respect to infringement of any EpiCept Patent outside the Territory at its own expense and by counsel of its own choice. MEDA shall have the first right to bring and control any action or proceeding with respect to infringement of any EpiCept Patent within the Territory at its own expense and by counsel of its own choice, and EpiCept shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If MEDA fails to contact the alleged infringing party or its counsel within 60 days following the notice from EpiCept of alleged infringement or to bring any such action or proceeding within (a) 180 days following the notice of alleged infringement or (b) 30 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringementactions, Licensors whichever comes first, then EpiCept shall have the right to bring and control any such suit action at its own expense and by counsel of its own choice, and MEDA shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a party brings an infringement action in accordance with this Section 6.3, the other party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or initiate such proceedings, provided, that Licensors being named as a party. Neither party shall be responsible for have the payment of all costs and expenses right to settle any patent infringement litigation under this Section 6.3 relating to any such suit EpiCept Patent in the Territory without the prior written consent of the other party, which shall not be unreasonably withheld or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally delayed. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized as a result of litigation regarding alleged infringement of any EpiCept Patent in the Territory (whether by way of settlement or otherwise), after reimbursement of Licensors any litigation expenses of EpiCept and MEDA, shall be retained by the party that brought and controlled such litigation for its costs purposes of this Agreement, except that (a) any recovery realized by MEDA as a result of such litigation, after reimbursement of the parties’ litigation expenses, shall, to the extent attributable to lost sales or lost profits with respect to Products, be treated as Net Sales for purposes of this Agreement and expenses in bringing (b) any recovery realized by EpiCept as a result of such litigation, after reimbursement of the lawsuitparties’ litigation expenses, shall be shared equally with MEDA.

Infringement by Third Parties. Each party shall promptly provide written notice to the other party during the term of this Agreement of any known infringement or suspected infringement by a Third Party of any FN Patents, and shall provide the other party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within a period of ninety (90) days after either party provides or receives such written notice with respect to FN Patents ("Decision Period"), Licensee, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action and shall notify the Licensors in writing of its decision in writing ("Suit Notice"). If Licensee decides to bring a suit or take action and provides a respective Suit Notice, then Licensee may immediately commence such suit or take such action. If Licensee (i) does not in writing advise the Licensors within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the Licensors shall thereafter have the initial right right, but no obligation, to bring commence suit or take action and initiate proceedings relating shall provide written notice to Licensee of any infringement such suit commenced or action taken by the Licensors. Upon written request, the party bringing suit or taking action ("Initiating Party") shall keep the other party informed of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to status of any such suit or suits or proceeding action and shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties party with any copies of all substantive documents and all evidence thereof communications filed in its possession or control. Should Licensee choose not to bring such suit or initiate proceedings relating action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. ANNEX C: Form of License Agreement The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall belong to the infringement Initiating Party. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or 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 Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringementsuit or action. At the Initiating Party’s written request, Licensors the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other party shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall participate and be responsible for the payment of all costs and expenses relating to represented in any such suit or suits action by its own counsel at its own expense. The Initiating Party shall not settle, agree to a consent judgment or proceedingotherwise voluntarily dispose of the suit or action without the written consent of the other party, and any and all recoveries, awards, which consent shall not be unreasonably delayed or payments from said suits or any settlements thereof shall be divided equally withheld. Except as otherwise agreed by the parties after in connection with any cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 5.5 (whether by way of settlement or otherwise) will be first allocated to reimbursement of Licensors for its costs unreimbursed legal fees and expenses in bringing incurred by the lawsuitInitiating Party, then toward reimbursement of any unreimbursed legal fees and expenses of the other party, and then the remainder will be distributed by allocating 50% of such remainder to the Initiating Party and 50% to the party holding the Patent being the subject of the litigation.

Infringement by Third Parties. Licensee In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the initial right (but shall not be obligated) to bring suit enforce the Novavax Patents, Novavax Know-How and initiate proceedings relating Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to any infringement enforce the ROW Patents and ROW Know-How within the scope of the Licensor Intellectual Property and licenses granted to settle Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the same. All costs and expenses relating to any such suit or suits Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall be paid for have the right (but not the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by Licenseea third party (by bringing a suit, and any and all recoveriesaction or proceeding against such party), awards, or payments from said suits or any settlements thereof shall be the property of Licenseeat Novavax’s sole expense. Licensors The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and assist Licensee shall consider in all good faith the reasonable comments and suggestions of the non-prosecuting party related to such suits as Licensee deems reasonably appropriate suit, action or necessary and all costs and expenses thereof proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be borne retained by Licenseethe prosecuting party. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTREQUEST. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN REDACTED MATERIAL IS MARKED WITH [* * *] AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. (a) If any party either Party becomes aware of any infringement infringement, actual or misappropriation suspected, or any other unauthorized use of the Licensor Intellectual Property Licensed Patent rights by Third Party infringers in the Territory within the Field of Use (a “Field Infringement”), it shall promptly give notice to the other Party in writing specifying the particulars of the unauthorized use. Cara, at its sole discretion, shall have the right to take whatever action it deems advisable in connection with the Field Infringement (including seeking an injunction and/or damages). Cara shall notify Maruishi of whatever action is taken, or if none is taken. If Cara decides to take action of any third-partykind against the Field Infringement, Cara shall have sole control of the conduct of any such action, but after the consultation with Maruishi. Cara shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Cara. Maruishi, if requested by Cara, shall cooperate fully with Cara, at Cara’s expense, in the conduct of any such action. Such cooperation shall not entitle Maruishi to any claim for recovery or compensation in respect thereof, and all such recovery or compensation shall belong solely to Cara, except as provided in the following. In the event Maruishi has any commercial damages and losses directly from Field Infringement by Third Party, Maruishi shall keep Cara informed of them and Cara shall agree to cooperate with Maruishi for a remedy and defense. If required for Maruishi to obtain compensation for any such damages and losses, and/or to obtain an injunction against such Field Infringement, Maruishi shall be entitled to join (or may seek damage or injunction separately from Cara if Cara does not bring the action or if Maruishi cannot join because of the requirement under the Civil Procedures Law in Japan) the action as a plaintiff, at Maruishi’s sole expense, to assert its rights, provided that Cara shall in any event control all defense of the Licensed Patents (including defense against any claims of invalidity or unenforceability) and Maruishi shall not assert any positions in such action that are contrary to Cara’s enforcement of its Licensed Patents in such action. Maruishi shall not take any actions with respect to any such Field Infringement that materially negatively affects Cara’s rights or interests in the Licensed Patent rights. If Maruishi has any material commercial damages and THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS ]. A COMPLETE VERSION OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.. losses resulting directly from Field Infringement by Third Party, and Cara does not enforce the applicable Licensed Patents against such Field Infringement within [*] party shall promptly notify of Maruishi providing Cara documentation demonstrating the other parties extent of such Field Infringement and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty harm to Maruishi and written request by Maruishi to take such action, then Maruishi may enforce the applicable Licensed Patents against such Field Infringement (120) days including seeking an injunction and/or damages), provided that Maruishi keeps Cara fully informed of learning all activities and results of such infringementaction, Licensors and that Cara shall have the right to bring control the defense against any defenses or counterclaims asserted in such suit action that challenge the validity or initiate enforceability of the Licensed Patents. Any settlement between the prosecuting Party and a third party of an action against a Field Infringement, which settlement directly or indirectly relates to and negatively impacts the Licensed Patents in the Territory, needs the other Party’s prior consent, such proceedings, provided, that Licensors shall consent not to be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitunreasonably withheld.

Infringement by Third Parties. Licensee shall have (A) In the initial right event SPECTRx or ABBOXX xxxe reason to bring suit and initiate proceedings relating to believe that a Third Party may be infringing any infringement of the Licensor Intellectual Property and to settle Licensed Patents by activities in the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-partyField, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties party. SPECTRx may, in its discretion, elect to enforce the Licensed Patents, through legal action or otherwise, and ABBOXX xxxees to reasonably cooperate with SPECTRx in such enforcement. SPECTRx shall be entitled to retain any recovery which may be obtained in any suit brought by SPECTRx. In the event SPECTRx does not commence activities to diligently enforce the Licensed Patents within three (3) months after notice of possible infringement is given between -38- 44 SPECTRx and ABBOXX, XXBOXX xxx institute suit and if diligently pursuing such suit, may deduct the reasonable expenses of such suit from any royalties due to SPECTRx from ABBOXX. XXECTRx agrees to serve as a nominal party if its presence is legally required and to sign any papers necessary to support any litigation. ABBOXX xxxll be entitled to retain any recovery which may be obtained in any suit brought by ABBOXX. XXECTRx will provide all reasonable cooperation with respect to any suit which ABBOXX xxx bring pursuant to this Section 8.5. If such infringement has not ceased within [*] of the date of the notice from one party to the other parties with any as set forth above and all evidence thereof in its possession or control. Should Licensee choose SPECTRx has not to bring instituted suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty is not actively prosecuting such suit, then ABBOXX, xxon thirty (12030) days of learning of written notice to SPECTRx, may cease paying any royalties in the country in which such infringement, Licensors shall have infringement exists and the right Agreement and license granted hereunder will terminate as to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitcountry.

Infringement by Third Parties. Licensee shall have Each Party must promptly give the initial right to bring suit and initiate proceedings relating to other Party(ies) full information on any suspected infringement by a third party of the Licensor Intellectual Property IPRs (“Third Party Infringement”) of which it becomes aware. If a Third Party Infringement occurs, then the Parties will consult as to the appropriate course of action and may decide to settle jointly institute legal proceedings or any other actions (“Enforcement Action”). Subject to clause 8.3.3.3 below, costs associated with the sameEnforcement Action shall be: jointly covered by the Parties in accordance with their respective Share; and considered Commercialisation Costs and rewards and financial benefits will be considered Commercialisation Income. All costs and expenses relating Any sums recovered with respect to any such suit or suits or proceeding Enforcement Action shall be paid for applied first to reimburse out-of-pocket expenses incurred by Licensee, the Lead Party and any Supporting Party relating to the Enforcement Action and all recoveries, awards, or payments from said suits or any settlements thereof the remaining sums shall be the property of Licensee. Licensors shall reasonably cooperate with deemed Net Commercialisation Income hereunder and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne shared by Licenseethe Parties as set forth in the definition for Share. If any party becomes aware of any infringement or misappropriation of a Party determines it will not participate in an Enforcement Action or, once an Enforcement Action has been instituted, does not wish to continue pursuing the Licensor Intellectual Property by any third-partyEnforcement Action, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly that Party will notify the other parties of such and provide Party in writing that it is unwilling to take part in or continue with the other parties with any and all evidence thereof Enforcement Action. The remaining Party may then prosecute the Enforcement Action in its possession or controlown name and at its own expense, and the non-participating Party will not be entitled to any share of the income derived from the Enforcement Action. Should Licensee choose not Each Party’s rights and obligations under clause 8.2.3 are subject to bring suit or initiate proceedings any rights and obligations of third parties relating to the infringement of Enforcement Action under Exploitation Agreements. COMMERCIALISATION Lead Party The Lead Party agrees to use reasonable endeavours to: Commercialise the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have IPRs; monitor the right performance under the Exploitation Agreements; report to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceedingSupporting Party regularly, and at least on an annual basis, on the performance under the Exploitation Agreements. This report shall include a detailed schedule of Commercialisation Costs incurred to date as well as any Commercialisation Income; and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by collect money payable under the parties after reimbursement of Licensors for its costs Exploitation Agreements; and expenses distribute the Share in bringing Net Commercialisation Income due to the lawsuitSupporting Party.

Infringement by Third Parties. Licensee (a) If either Buyer or UCB becomes aware of an infringement of any UCB IP Rights, it shall give prompt written notice thereof to the other Party. UCB shall have the initial right right, but not the obligation, to obtain a discontinuance of such infringement or bring suit against the third party infringer. If Buyer receives a certification of invalidity or non-infringement directed to the UCB Patent Rights in connection with an abbreviated new drug application or a Section 502(b)(2) application, Buyer shall immediately inform UCB of such certification and Buyer may initiate proceedings relating an action to enforce the UCB Patent Rights if UCB fails to initiate such an action within thirty (30) days of receipt of such certification. If UCB fails to take commercially appropriate actions to stop any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property UCB IP Rights within one hundred twenty ninety (12090) days of learning written notice of such the infringement, Licensors Buyer may, but shall have not be obligated to, take such necessary actions to stop such infringement (a "Buyer Action"). Each Party will cooperate with the right Party initiating an action, join in any suits as may be brought by or as may be brought against the other Party as necessary and be available at the other Party's reasonable request to bring assist in such proceedings. With respect to any action to enforce UCB IP Rights, no settlement, consent judgment or other voluntary final disposition of the suit or initiate action, including injunctive relief, may be entered into without consent to such proceedingsinjunctive relief by the other Party, provided, which consent shall not be unreasonably withheld or delayed; provided that Licensors UCB shall not be responsible for required to seek the payment consent of all costs and expenses relating Buyer with respect to any such settlement, consent judgment or other voluntary final disposition of a suit or suits action if such settlement, consent judgment or proceeding, and any and all recoveries, awardsdisposition is not reasonably related to, or payments from said suits or any settlements thereof shall be divided equally by reasonably likely to affect in an adverse manner, the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitDelsym Product.

Infringement by Third Parties. Licensee Each party shall have inform the initial right to bring suit and initiate proceedings relating to other party of any infringement or suspected infringement of the Licensor Intellectual Property and to settle Patents or infringement (including any misappropriation) of the same. All costs and expenses relating to any Technology of which such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all party becomes aware within ten (10) business days after such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any such infringement or suspected infringement. For a period of thirty (30) days after receipt by ACCUMED of, or ACCUMED's sending of, such notice of infringement, ACCUMED will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and pertain all proceeds of such action or proceeding brought by it and will have the right at its, sole discretion to make any settlement or compromise with the third-party infringer. If ACCUMED shall elect to prosecute any such infringer, LICENSEE shall take such steps as are reasonably requested by ACCUMED to enable it to protect its rights under the Patents and under the Technology against any such infringement or suspected infringement. If (i) ACCUMED fails to commence an action or otherwise assert its rights in the Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) LICENSEE provides ACCUMED with the opinion of patent counsel mutually acceptable to the parties stating that there is a likelihood of infringement or misappropriation of by such suspected infringers (an "Infringement Opinion"), then LICENSEE may bring an action or proceeding (including any alternative dispute resolution process) to enjoin the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall to recover damages for it, or both and ACCUMED grants LICENSEE the right to use ACCUMED's name in connection therewith and will have the right at LICENSEE's sole discretion to make any settlement or compromise with the third-party infringer, in accordance with and subject to the provisions set forth below. If an Infringement Opinion is delivered to ACCUMED and, accordingly, LICENSEE is permitted to bring such suit or initiate such proceedingsaction, provided, that Licensors shall be responsible for the payment then LICENSEE may elect to deduct a percentage of all its out-of-pocket costs and expenses relating (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the "Fee Percentage") and shall notify ACCUMED of such election and the applicable Fee Percentage when the Infringement Opinion is delivered by LICENSEE to ACCUMED. LICENSEE shall be permitted to deduct from future Guaranteed License Issue Fees, Minimum Guaranteed Payments, and Required Royalties, as they become due under this Agreement, that portion of its out-of-pocket expenses in an amount equal to the Fee Percentage thereof. All proceeds of such action or proceeding brought by LICENSEE (if any) shall be shared between ACCUMED and LICENSEE pro rata in accordance with the Fee Percentage (i.e. ACCUMED shall receive the Fee Percentage of such proceeds and LICENSEE shall receive the remainder). If LICENSEE shall be permitted to bring an action pursuant to this Section, ACCUMED shall take such steps as are reasonably requested by LICENSEE to enable it to protect its licensee rights under the Patents and under the Technology against any such suit infringement or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitsuspected infringement.

Infringement by Third Parties. Licensee shall have the initial right to bring suit BASILEA and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party ASTELLAS shall promptly notify the other parties in writing of such and provide the other parties with any and all evidence thereof in its possession alleged or control. Should Licensee choose not to bring suit or initiate proceedings threatened infringement of any Patents relating to the infringement Product in any country of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringementwhich they become aware. Except as provided below in this Section 10.5, Licensors ASTELLAS shall have the first right, but not the obligation, to control the prosecution of any infringement described in this Section 10.5 in the Territory and BASILEA shall have such right in the Retained Territory. If ASTELLAS brings any such action or proceeding under a BASILEA Patent or a Joint Patent, BASILEA agrees to bring such be joined as a party plaintiff (and shall procure that any Affiliates will be joined in as a plaintiff as necessary) if necessary to prosecute the action or proceeding and to give ASTELLAS reasonable assistance and authority to file and prosecute the suit or initiate such proceedings, provided, that Licensors shall be responsible subject to being indemnified by ASTELLAS for the payment of all costs and expenses relating that may be incurred by it or for any amounts that it may be ordered by any court to pay as a result of its taking part in the proceedings. If BASILEA brings any such action or proceeding under an ASTELLAS Patent or a Joint Patent, ASTELLAS agrees to be joined as a party plaintiff (and shall procure that any Affiliates will be joined in as a plaintiff as necessary) if necessary to prosecute the action or proceeding and to give BASILEA reasonable assistance and authority to file and prosecute the suit or suits or proceeding, and any and subject to being indemnified by BASILEA for all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses that may be incurred by it or for any amounts that it may be ordered by any court to pay as a result of its taking part in bringing the lawsuitproceedings. If ASTELLAS does not initiate an infringement action within [***] in the case of an action brought under the Hatch Waxman Act) of learning of the infringement, BASILEA shall have the right, but not the obligation, to bring such an action in respect of BASILEA Core Patents only.

Infringement by Third Parties. Licensee Ethicon shall have the initial right first right, but not the obligation, at its sole expense and with counsel of its own choice, to bring suit and initiate proceedings relating to any infringement of enforce the Licensor Background MVIS Intellectual Property and to settle the same. All costs and expenses relating to Developed MVIS Intellectual Property against any such suit or suits or proceeding shall be paid for by Licenseeinfringer that is making, and any and all recoveriesusing, awardsselling, or payments from said suits or importing any settlements thereof product that is competitive with the Licensed Products in the Field, including the right to file suit for patent infringement joining MVIS as a party. MVIS shall be permit the property use of Licensee. Licensors shall reasonably cooperate with and assist Licensee its name in all such suits suits, sign all necessary papers, and will attempt to do all reasonable things necessary at Ethicon's expense, to facilitate the prosecution of such infringement suits. In such litigation, Ethicon will defend the validity of the asserted patent claims of the Background MVIS Intellectual Property and Developed Intellectual Property; however, Ethicon is not obligated to appeal any adverse decision by a lower court on the validity of Background MVIS Intellectual Property and Developed Intellectual Property if Ethicon reasonably believes that it does not have a reasonable chance of prevailing. Ethicon will not settle any such litigation in a manner that admits to the invalidity of the Background MVIS Intellectual Property and Developed MVIS Intellectual Property or otherwise compromises the validity or enforceability of the Developed MVIS Intellectual Property without MVIS's prior written consent. Ethicon shall incur no liability to MVIS as Licensee deems reasonably appropriate a consequence of such litigation, the conduct of such litigation or necessary any unfavorable decision resulting from it, *This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and all costs and expenses thereof shall be borne by LicenseeExchange Commission. If including any party becomes decision holding any of the Background MVIS Intellectual Property or Developed MVIS Intellectual Property invalid or unenforceable. Within 120 days of becoming aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor any Background MVIS Intellectual Property or Developed MVIS Intellectual Property, Ethicon shall decide whether to institute an infringement suit. If Ethicon fails to decide whether to institute an infringement suit within one hundred twenty (120) days of learning of such infringement120 day period, Licensors then MVIS shall have the right at its sole discretion to bring institute such suit or initiate other appropriate action in the name of either or both parties. In such proceedingsevent, providedEthicon shall permit the use of its name in all such suits, that Licensors sign all necessary papers, and will attempt to do all reasonable things necessary at MVIS's expense, to facilitate the prosecution of such infringement suits. Any recovery of damages by either Party by way of judgment, award, decree or settlement resulting from any such suit against a Third Party infringer pursuant to this Article 9.3 shall be responsible allocated as follows: Such recovery shall first be used to reimburse each Party for the payment of all litigation costs and expenses relating to (including attorney's fees and charges) in connection with such litigation paid by either Party; The parties shall share any remaining portion of such suit or suits or proceedingrecovery in the proportion of their economic loss resulting from the infringement. Notwithstanding the provisions of this Article 9.3, and any and all recoveriesif the making, awardsusing, selling, or payments importing of a product competitive to the Licensed Product in the Field would infringe Background MVIS Intellectual Property that is licensed by MVIS from said suits one or any settlements thereof more Third Parties, MVIS's obligations under this Article 9.3 shall be divided equally by limited to the parties after reimbursement extent necessary to make them consistent with its rights and obligations under its license agreement with such Third Party licensors. In such event, MVIS shall exercise its rights under such license agreements with respect to enforcement of Licensors for its costs such licensed Third Party Intellectual Property Rights in consultation with Ethicon and expenses in bringing a manner that is as consistent as possible with the lawsuitrequirements of this Article 9.3.

Infringement by Third Parties. Licensee ArQule and Wyeth-Ayerst shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall each promptly notify the other parties in writing of any alleged or threatened infringement by a third party of any ArQule Patent Right, Wyeth-Ayerst Patent Right or Joint Patent Right of which they become aware. ArQule may elect, but is under no obligation, to initiate legal action with respect to an ArQule Patent Right against such and provide the other parties with any and all evidence thereof third party in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of sole discretion, and Wyeth-Ayerst shall cooperate fully with ArQule in any such infringementaction at its own out-of-pocket expenses, Licensors further provided that Wyeth-Ayerst shall have the right to join as a party. Wyeth-Ayerst shall have the right to be represented by legal counsel of its own choosing at its sole expense. If ArQule, within * months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than * percent (*%) of the sales of a product competing with a Royalty-Bearing Product and embraced by a Valid Claim of such ArQule Patent Rights licensed to Wyeth-Ayerst hereunder, upon written notice from Wyeth-Ayerst, ArQule, in its sole discretion shall either (i) initiate such action, or (ii) authorize Wyeth-Ayerst to commence such action. Wyeth-Ayerst may elect, but is under no obligation, to initiate legal action with respect to a Wyeth-Ayerst Patent Rights or Joint Patent Rights against such third party in its sole discretion, and ArQule shall cooperate fully with Wyeth-Ayerst in any such action at its own out-of-pocket expenses, further provided that ArQule shall have the right to join as a party. ArQule shall have the right to be represented by legal counsel of its own choosing at its sole expense. If Wyeth-Ayerst, within * months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than * percent (*%) of the sales of a product competing with a Royalty-Bearing Product and embraced by a Valid Claim in that country of such Wyeth-Ayerst Patent Rights or Joint Patent Rights, upon written notice from ArQule, Wyeth-Ayerst, in its sole discretion, shall either (i) initiate such action, or (ii) authorize ArQule to commence such action. Notwithstanding anything to the contrary, any settlement of such legal action by the initiating Party shall require the consent of the non-initiating Party, which consent shall not be unreasonably withheld. The Party whose Patent Rights allegedly are being infringed, if they initiate such action, shall not be required to bring or maintain more than one such suit at any time with respect to claims directed to any one method of manufacture or initiate such proceedings, provided, that Licensors shall be responsible for composition of matter. All monies recovered upon the payment final judgment or settlement of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties shared, after reimbursement of Licensors for its expenses, by ArQule and Wyeth-Ayerst pro rata according to the respective percentages of costs borne by each Party in the suit pursuant to Section 7.4. Notwithstanding the foregoing, ArQule and expenses Wyeth-Ayerst shall fully cooperate with each other in bringing the lawsuitplanning and execution of any action to enforce the Patent Rights, and shall join suit if required by law to do so in order to bring such action.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit 9.1 If either HPI or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party MBI becomes aware of any infringement or misappropriation potential infringement of the Licensor Intellectual Property by any third-partyPatent Rights, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party each shall promptly notify the other parties of such in writing. HPI, at its expense, shall have the first right to enforce any Patent Rights exclusively licensed hereunder against infringement by third parties within the Licensed Field, which right may be granted by HPI to its Affiliate or sublicensee. With respect to infringement of the Patent Rights within the Licensed Field, if HPI does not file suit against a substantial infringer or take alternative action reasonably acceptable to MBI to end such infringement in the Licensed Field, within six (6) months of knowledge thereof, then, provided that such infringement is still on going, MBI may, at its sole discretion, enforce the Patent Rights against such infringement in the Licensed Field. Recoveries from any such enforcement in the Licensed Field shall be first to reimburse the enforcing party (whether the MBI or the HPI) for the cost and provide expense related to such enforcement action, and the other parties with remainder shall be paid to the enforcing party; provided that if HPI is the enforcing party, HPI agrees to pay MBI any and all evidence thereof amount that MBI is required to pay UTMDACC under Section 7.1 of the UTMDACC Agreements, which is either: (a) the applicable royalty payment due to UTMDACC detailed in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating Section 4.1(d) of the UTMDACC Agreements for any monetary recovery that is for sales of Licensed Product lost due to the infringement and fifty percent (50%) of related punitive damages received by HPI or its Affiliate; or (b) fifty percent (50%) of reasonable royalties awarded and received by HPI or its Affiliate, and fifty percent (50%) of related punitive damages received by HPI or its Affiliate in any monetary recovery in which the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringementaward is for reasonable royalties. As between the Parties, Licensors MBI shall have the right sole and exclusive right, at its sole discretion, to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for enforce any Patent Rights against infringement by third parties outside the payment of all costs and expenses relating to any such suit or suits or proceedingLicensed Field, and any shall bear all related expenses and retain all related recoveries, awards, which right may be granted by MBI to its Affiliate or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitsublicensee.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Either party shall promptly notify the other parties party of such any infringement of any LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other parties party with any all available evidence relating thereto. AMGEN and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating ORTHO shall then consult with each other as to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors best manner in which to proceed. AMGEN shall have the right right, but not the obligation, to bring bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or initiate action and ORTHO agrees to do so, ORTHO shall execute all papers and perform such proceedingsother acts as may be reasonably required and may, providedat its option, that Licensors be represented by counsel of its choice. AMGEN shall be responsible for the payment of all costs and pay ORTHO its reasonable expenses relating to (including its attorney's fees) in connection with any such suit or suits action. Should AMGEN lack standing to bring any such action, then AMGEN may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event AMGEN fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the right, but not the obligation, to bring, defend and maintain any appropriatesuit or proceedingaction. If ORTHO finds it necessary to join AMGEN in such suit or action, AMGEN shall execute all papers and perform such other acts as may be reasonably required and may, at its option, be represented by counsel of its choice. ORTHO shall pay to AMGEN the reasonable expenses of AMGEN (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly bring any action or suit hereunder and all recoveriesshare the expenses thereof, awards, any amount recovered in any such action or payments from said suits or any settlements thereof suit shall be divided equally retained by the parties after reimbursement of Licensors for party bearing its costs and expenses in bringing the lawsuitthereof.

Infringement by Third Parties. Licensee shall have In the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party event either Party becomes aware of any Third Party infringement or misappropriation of the Licensor Intellectual Property by any third-partyCollaborative Product IP in the Field in the Collaborative Territory (an “Infringement”), such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party Party shall promptly notify the other parties Party and the Parties shall confer in good faith regarding strategy for abating such infringement in view of such and provide its potential effect upon the other parties with any and all evidence thereof Commercialization of Collaborative Products in its possession or controlthe Field in the Collaborative Territory. Should Licensee choose not As between the Parties, Tracon shall have the first right to bring suit or initiate proceedings relating to the an action for infringement of the Licensor Intellectual Property Collaborative Product IP in the Field in the Collaborative Territory, at its sole cost and expense, and any recovery realized as a result of any such action or proceeding, whether by way of settlement or otherwise, shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall be treated as Net Sales. Eucure shall have the right (but not the obligation), at its own expense, to participate in any such Infringement action and to be represented in any such suit, proceeding, or action by counsel of its own choice. If Tracon does not elect to bring an enforcement action against such Infringement or does not bring such enforcement action within one hundred twenty (120) days of learning [***] after receiving notice of such infringementInfringement, Licensors Eucure shall have the right but not the responsibility to bring an enforcement action against such Infringement, at its sole cost and expense, and any recovery shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall retained by Eucure. Each Party shall cooperate at the enforcing Party’s expense with any enforcement action brought against an Infringement and, additionally, shall have the right to bring participate in such suit or initiate action with its own counsel at its own expense subject to the foregoing right of reimbursement from any recoveries from such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitaction.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. (a) If any party CKD becomes aware of any infringement infringement, actual or misappropriation suspected, or any other unauthorized use of the Licensor Intellectual Property Licensed Patent rights by Third Party infringers in the Territory within the Field of Use (a “Field Infringement”), it shall promptly give notice to Cara in writing specifying the particulars of the unauthorized use. Cara, at its sole discretion, shall have the right to take whatever action it deems advisable in connection with the Field Infringement. Cara shall notify CKD of whatever action is taken, or if none is taken. If Cara decides to take action of any third-partykind against the Field Infringement, Cara shall have sole control of the conduct of any such [*action. Cara shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Cara. CKD, if requested by Cara, shall cooperate fully with Cara, at Cara’s expense, in the conduct of any such action. Such cooperation shall not entitle CKD to any claim for recovery or compensation in respect thereof, and all such recovery or compensation shall belong solely to Cara. In the event CKD has any commercial damages and losses directly from Field Infringement by Third Party, CKD shall keep Cara informed of them and Cara shall agree to cooperate with CKD for a remedy and defense. CKD shall not take any actions with respect to any such Field Infringement that materially negatively affects Cara’s rights or interests in the Licensed Patent rights. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN FOR PORTIONS OF THIS DOCUMENTEXHIBIT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [****], . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. 6.1 Licensee shall have the initial right exclusive first and primary right, but not the obligation, to bring suit institute, prosecute, and initiate proceedings relating to control any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits action or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating respect to the infringement of any patent exclusively licensed hereunder by third parties in the Licensor Intellectual Property Licensed Field within one hundred twenty the Licensed Territory, with mutually agreeable counsel on any matter where such counsel represents Board or MD Xxxxxxxx, and Licensee and such counsel agree to follow all required procedures of the Texas Attorney General regarding retention of outside counsel for state entities. Licensee shall be free to enter into a settlement, consent judgment, or other voluntary disposition with respect to any such action, provided that any settlement, consent judgment or other voluntary disposition thereof shall be subject to approval by Board and/or MD Xxxxxxxx, if so required under any policy, rule or regulation of MD Xxxxxxxx and/or Board, or any law of the State of Texas, which approval shall not be unreasonably withheld or explicitly rejected, with any such rejection to be accompanied by a reasonably detailed explanation for such rejection. In the event approval by Board is required, MD Anderson’s Office of Technology Commercialization shall endeavor to obtain such approval consistent with Board’s requirements and practices. Any recovery for actual damages or punitive or enhanced damages shall first be reimbursed to Licensee for its documented, third-party expenses in enforcing the Patent Rights and amounts actually reimbursed by Licensee to MD Xxxxxxxx under this Section 6.1; any amounts in excess thereof shall be shared by Licensee with MD Xxxxxxxx as follows: [*]% of such recovery shall be provided to MD Xxxxxxxx and [*]% shall be retained by Licensee. Licensee must notify MD Xxxxxxxx in writing of any potential infringement in the Licensed Field within the Licensed Territory within thirty (12030) calendar days of learning knowledge thereof. MD Xxxxxxxx agrees to its normal and customary efforts to monitor for any potential infringement in the Licensed Field within the Licensed Territory, and MD Xxxxxxxx must notify Licensee in writing of any potential infringement in the Licensed Field within the Licensed Territory within thirty (30) calendar days of the MD Xxxxxxxx Office of Technology Commercialization’s knowledge thereof. If Licensee does not file suit against a substantial infringer in the Licensed Field within the Licensed Territory within six (6) months of Licensee’s knowledge thereof, then Board or MD Xxxxxxxx may, at its sole discretion upon sixty (60) calendar days’ notice, enforce any patent licensed hereunder on behalf of itself and Licensee, with MD Xxxxxxxx retaining all recoveries from such infringementenforcement; provided, Licensors however, that MD Xxxxxxxx shall have the right to bring first consult with Licensee and shall not initiate a suit or other action if Licensee reasonably believes there is significant risk that such suit or initiate such proceedings, provided, that Licensors shall be responsible for action would jeopardize its rights under the payment of all costs Agreement. [*] Confidential treatment requested; certain information omitted and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by filed separately with the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitSEC.

Infringement by Third Parties. Licensee shall have In the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit event that Novavax or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party CPLB becomes aware of any or has reasonable suspicions of Third Party activities in the Territory that could constitute infringement or misappropriation of the Licensor Intellectual Property Novavax Licensed Rights and/or CPLB Licensed Rights, then such Party shall promptly notify the other Party of such Third Party activities, including identification of such Third Party and delineation of the facts relating to such Third Party activities. Novavax shall have the right (but shall not be obligated) to enforce the Novavax Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof in the Territory by a Third Party (by bringing a suit, action or proceeding against such Third Party), at Novavax' sole expense. If Novavax does not enforce such Novavax Licensed Rights and/or CPLB Licensed Rights by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then CPLB shall have the right (but not the obligation) to enforce such Novavax Licensed Rights and/or CPLB Licensed Rights against any thirdactual or alleged infringement or misappropriation thereof in the Territory by a Party (by bringing a suit, action or proceeding against such party), at CPLB's sole expense; provided, however, in the event Novavax does not enforce such Novavax Licensed Rights, CPLB shall obtain Novavax’ prior written consent before it may enforce such Novavax Licensed Rights. The non-partyprosecuting Party shall reasonably cooperate with the prosecuting Party in such enforcement activities, at the prosecuting Party's expense, including by agreeing to be named as a party to (or bringing in its own name) such [*suit, action or proceeding for the benefit of the non-prosecuting Party if required for such enforcement action to proceed. The prosecuting Party shall keep the non-prosecuting Party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting Party related to such suit, action or proceeding. All recoveries received by the prosecuting Party from any such enforcement action shall be retained by the prosecuting Party. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTREQUEST. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN REDACTED MATERIAL IS MARKED WITH [* * *] AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party 8.2.1 Each Party shall promptly notify the other parties Party in writing of any alleged or threatened infringement of any Licensed Patent in the Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such and provide instance Licensor shall have the other parties with any and all evidence thereof in sole right, at its possession or control. Should Licensee choose not option, to bring suit such alleged or initiate proceedings relating threatened Competitive Infringement to an end and Licensee shall provide reasonable assistance to Licensor in connection therewith, at Licensee’s cost and expense (the infringement costs and expenses of the Licensor Intellectual Property in connection therewith, including the investigation and analysis thereof, to be reimbursed to Licensor by Licensee on an as-incurred basis). Licensee shall be entitled to be represented by independent counsel of its own choice and at its own expense. Licensor shall keep Licensee and/or its designated legal counsel reasonably informed as to the progress in connection with the foregoing Competitive Infringement. If Licensor fails to initiate a suit or take other appropriate action that it has the right to initiate or take pursuant to this Section 8.2 with respect to a Competitive Infringement in the Territory within one hundred twenty ninety (12090) days after becoming aware of learning the basis for such suit or action, then Licensee may, in its discretion, provide Licensor with written notice requiring Licensor to initiate a suit or take other appropriate action with respect to such Competitive Infringement in the Territory, such suit or other appropriation action to be taken at the sole cost and expense of such infringementLicensee. Notwithstanding anything to the contrary contained in this Agreement, Licensors Licensor shall have the unilateral right to bring such enter into any settlement without the prior written consent of Licensee with respect to any Competitive Infringement suit or initiate action to the extent such proceedingssettlement would not adversely affect the Licensee’s rights or benefits with respect to the Development or Commercialization of the Product, providedin which case, that Licensors Licensee’s prior written consent shall be responsible required, which consent shall not be unreasonably withheld. CYNAPSUS THERAPEUTICS INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the payment Securities Exchange Act of all costs 1934, as amended. A complete copy of this document has been filed separately with the Securities and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitExchange Commission.

Infringement by Third Parties. In the case that either Licensor or Licensee becomes aware of any actual or potential infringement by a third party of any of the Intellectual Property or the Licensed Patents, the party gaining such knowledge shall promptly notify the other. Promptly following such notice, Licensor and Licensee shall confer and consider bringing a joint action. In the event that Licensor and Licensee agree not to file a joint action, Licensor shall have the initial right (but not the obligation) to bring suit and initiate proceedings relating to any infringement of the Licensed Patents and to settle the same and Licensee agrees that Licensor may cause Licensee to join it as a party to any such suit at no expense to Licensee if necessary for Licensor to have proper standing to bring such action. If Licensor declines to bring such claim, Licensee shall then be afforded the right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property Licensed Patents and to settle the samesame and Licensor agrees that Licensee may cause Licensor to join it as a party to any such suit at no expense to Licensor if necessary for Licensee to have proper standing to bring such action. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licenseethe party bringing suit or initiating proceedings, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licenseesuch party; provided that in the case of a joint action, the Licensor and Licensee shall agree, prior to commencing such action, on a proper allocation of any recovery or award. Licensors Each of Licensor and Licensee shall reasonably cooperate with and assist Licensee the other in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licenseethe party bringing suit or imitating proceedings. If any either party becomes aware of any infringement of the Patents or misappropriation of the Licensor Intellectual Property Technology or Improvements by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties party of such and provide the other parties party with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. Licensee shall have the initial first right to bring suit enforce or have enforced at no expense to Licensor any rights in the Technology and initiate proceedings relating Know-How to the extent exclusively licensed hereunder against infringement by third parties and shall be entitled to retain recovery from such enforcement. Upon Licensee's undertaking to pay all expenditures reasonably incurred by Licensor, Licensor shall reasonably cooperate in any infringement of the Licensor Intellectual Property and to settle the samesuch enforcement and, as necessary, join as a party therein. All After first deducting its costs and expenses relating incurred in respect of enforcement (to the extent not otherwise awarded by settlement or a court), Licensee shall pay Licensor Royalty Fees (calculated in accordance with Section 4.1, above), on the balance of any monetary recovery to the extent such monetary recovery is held to be a reasonable royalty or damages in lieu thereof. In the event that Licensee does not file suit against or commence settlement negotiations with a substantial infringer of Licensor's Technology and Know-How within six (6) months of receipt of a written demand from Licensor that Licensee bring suit, then the parties will consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation to enforce the rights in question in light of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against Licensee and Licensor, the diversion of Licensee's human and economic resources, the impact of any possible adverse outcome on Licensee and the effect any publicity might have on Licensee's and Licensor's respective reputations and goodwill). If the parties cannot agree, the determination will be made by a mutually and reasonably acceptable third party consultant. If after such process, it is determined that a suit should be filed and Licensee does not file suit or suits or proceeding shall be paid for by Licenseecommence settlement negotiations forthwith against the substantial infringer, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the then Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring enforce any Technology right licensed hereunder on behalf of itself and Licensee (Licensor retaining all recoveries from such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuitenforcement).

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Either party shall promptly notify the other parties party of such any infringement of any LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other parties party with any all available evidence relating thereto. AMGEN and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating ORTHO shall then consult with each other as to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors best manner in which to proceed. AMGEN shall have the right right, but not the obligation, to bring bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or initiate action and ORTHO agrees to do so, ORTHO shall execute all papers and perform such proceedingsother acts as may be reasonably required and may, providedat its option, that Licensors be represented by counsel of its choice. AMGEN shall be responsible for the payment of all costs and pay ORTHO its reasonable expenses relating to (including its attorney's fees) in connection with any such suit or suits action. Should AMGEN lack standing to bring any such action, then AMGEN may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) steaming therefrom. In the event AMGEN fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the right, but not the obligation, to bring, defend and maintain any appropriate suit or proceedingaction. If ORTHO finds it necessary to join AMGEN in such suit or action, AMGEN shall execute all papers and perform such other acts as may be reasonably required and may, at its option. be represented by counsel of its choice. ORTHO shall pay to AMGEN the reasonable expenses of AMGEN (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly bring any action or suit hereunder and all recoveriesshare the expenses thereof, awards, any amount recovered in any such action or payments from said suits or any settlements thereof suit shall be divided equally retained by the parties after reimbursement of Licensors for its costs and party bearing the expenses in bringing the lawsuitthereof.

Infringement by Third Parties. Licensee shall have 9.1 Each PARTY will promptly inform the initial right to bring suit and initiate proceedings relating to other of any suspected infringement of any claims in the Licensor Intellectual Property PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the right, but not the obligation, to institute an action for infringement, misuse, misappropriation, theft Specific terms in this Exhibit have been redacted because such terms are both not material and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation are of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTtype that the Company treats as private or confidential. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS These redacted terms have been marked in this Exhibit with three asterisks [***]. or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, after reimbursement of LICENSEE’s reasonable legal costs and expenses related to such enforcement, any award or damages awarded to LICENSEE that constitute lost profits shall be considered NET SALES for purposes of calculating royalties due LICENSORS. Additionally, if any award or damages awarded to LICENSEE constitute “reasonable royalties” pursuant to 35 USC §284 or punitive damages, LICENSEE agrees to pay LICENSORS [***] percent ([***]%) of any such reasonable royalties or punitive damages. At LICENSEE’S request and expense, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify and subject to the other parties statutory duties of the Texas Attorney General, LICENSORS agree to join any such and provide the other parties with any and all evidence thereof in its possession or controlaction brought by LICENSEE if necessary. Should Licensee choose not If LICENSEE fails to bring suit such an action or initiate proceedings relating to the infringement of the Licensor Intellectual Property proceeding within one hundred twenty (120) 120 days of learning after receiving notice or otherwise having knowledge of such infringement, Licensors shall have then LICENSORS may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the right proprietary rights against such third party at its own expense and retain all recoveries from such enforcement, and/or reduce the license granted hereunder to bring semi-exclusive and grant a license to such suit or initiate such proceedings, provided, third party. LICENSORS will provide LICENSEE with 20 days written notice before they commence any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 20 day notice period. LICENSEE must provide LICENSORS with evidence that Licensors shall be responsible for it has commenced legal action within the payment of all costs and expenses relating to any such suit or suits or proceeding20 day notice period, and any and all recoveries, awards, or payments recoveries resulting from said suits or any settlements thereof shall such action will be divided equally by the parties between LICENSEE and LICENSORS after reimbursement of Licensors for LICENSEE recovers its costs and expenses in bringing the lawsuitdirectly related to such action.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] Either party shall promptly notify the other parties party of such any infringement of any LICENSED PATENTS, misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other parties party with any all available evidence relating thereto. K-A and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating ORTHO shall then consult with each other as to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors best manner in which to proceed. K-A shall have the right right, but not the obligation, to bring bring, defend and maintain any appropriate suit or action. If K-A requests ORTHO to join K-A in such suit or initiate action and ORTHO agrees to do so, ORTHO shall execute all papers and perform such proceedingsother acts as may be reasonably required and may, providedat its option, that Licensors be represented by counsel of its choice. K-A shall be responsible for the payment of all costs and pay ORTHO its reasonable expenses relating to (including its attorney's fees) in connection with any such suit or suits action. Should K-A lack standing to bring any such action, then K-A may cause ORTHO to do so upon first undertaking to indemnify and hold ORTHO harmless (to the extent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event K-A fails to take action with respect to such matters within a reasonable period, not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the right, but not the obligation, to bring, defend and maintain any appropriatesuit or proceedingaction. If ORTHO finds it necessary to join K-A in such suit or action, K-A shall execute all papers and perform such other acts as may be reasonably required and may, at its option, be represented by counsel of its choice. ORTHO shall pay to K-A the reasonable expenses of K-A (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly bring any action or suit hereunder and all recoveriesshare the expenses thereof, awards, any amount recovered in any such action or payments from said suits or any settlements thereof suit shall be divided equally retained by the parties after reimbursement of Licensors for party bearing its costs and expenses in bringing the lawsuitthereof.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware Interneuron Patent, Warner Patent or RPR Patent is infringed by a Third Party in connection with the manufacture, import, use, sale or offer for sale of any a product competitive with the Licensed Product, the Party first having knowledge of such infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties in writing. The notice shall set forth the facts of that infringement in reasonable detail. The Party having the primary right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement (the "Enforcing Party") shall be Interneuron for infringement of Interneuron Patents, and provide Warner for infringement of Warner Patents or any RPR Patents for which Interneuron otherwise has the right to institute, prosecute or control any such action or proceeding under the terms of the Interneuron-RPR License Agreement. The non-Enforcing Party shall have the right at its own expense to participate in any action brought by the Enforcing Party and to be represented by counsel of its own choice. If the Enforcing Party fails to bring an action or proceeding within a period of ninety (90) days after written notice from the other parties with any and all evidence thereof in Party, the other Party shall have the right at its possession or control. Should Licensee choose not own expense to bring suit or initiate proceedings relating to and control any such action by counsel of its own choice, and the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors Enforcing Party shall have the right to bring participate in such suit or initiate such proceedings, provided, that Licensors action and be represented by counsel of its own choice and shall be responsible further reimburse the non-Enforcing Party for one-half of the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its non-Enforcing Party's costs and expenses in bringing such action or proceeding. If a Party brings any such action or proceeding hereunder, the lawsuitother Party agrees to give the Enforcing Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be provided to Warner and such amount (after payment of costs and expenses attributable to the suit) shall be deemed to be Net Sales in the applicable country for the year in which such amount is actually received by Warner.

Infringement by Third Parties. Each Party shall promptly advise the other in writing of any infringement or suspected infringement of any of the rights under the Licensed Patents licensed hereby that Licensed Rights cover a Licensed Product (the Licensed Rights”) by a third party (an "Infringement"). In the case of any Infringement of any Licensed Rights by any third party (an “Infringer”) during the term of this Agreement, obligation, under Licensee's icensee's expense, to own control Infringement of the Licensed Rights, or to defend the Licensed Rights in any declaratory judgment action brought by third parties which alleges the invalidity, unenforceability or noninfringement of the Licensed Rights under the Licensed Patents and to otherwise enforce such Licensed Rights or such other intellectual property right. Licensor shall assist Licensee as reasonably requested, at Licensee's expense, Infringer. Any amount recovered as a result of any action taken by Licensee hereunder shall be first applied to reimbursing Licensee for its out-of-pocket expenses incurred in connection therewith and the remainder, if any, shall be divided appropriately between Licensee and Licensor with reference to the relative monetary injury suffered by each of them by reason of the infringement for which said amounts are recovered. If, following reasonable notice from the Licensor, Licensee shall have the initial right fail to bring suit and initiate proceedings relating take any action against any Infringer which Licensor may reasonably deem necessary or desirable to prevent such Infringement, or to recover damages therefor, in addition to any infringement other remedy available to it, Licensor may, upon notice to Licensee, take any steps Licensor may deem appropriate against such Infringer Licensee shall assist Licensor, at Licensor's action against any such Infringer. Any amount recovered as a result of any such action taken by Licensor shall first be applied to reimbursing Licensor for its out-of-pocket expenses incurred in connection therewith and the remainder, if any, shall be divided appropriately between Licensee and Licensor with reference to the relative monetary injury suffered by each of them by reason of the Licensor Intellectual Property and to infringement for which said amounts are recovered. Neither Party may settle the same. All costs and expenses relating to or compromise any such suit or suits or proceeding shall be paid action for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be Infringement pursuant to this section without the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation written consent of the Licensor Intellectual Property by any third-partyother Party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENTwhich consent shall not be unreasonably withheld or delayed. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONThis paragraph shall survive the termination or expiration of this Agreement.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. Licensee shall have the initial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. (a) If any party CKD becomes aware of any infringement infringement, actual or misappropriation suspected, or any other unauthorized use of the Licensor Intellectual Property Licensed Patent rights by Third Party infringers in the Territory within the Field of Use (a “Field Infringement”), it shall promptly give notice to Cara in writing specifying the particulars of the unauthorized use. Cara, at its sole discretion, shall have the right to take whatever action it deems advisable in connection with the Field Infringement. Cara shall notify CKD of whatever action is taken, or if none is taken. If Cara decides to take action of any third-partykind against the Field Infringement, Cara shall have sole control of the conduct of any such action. Cara shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Cara. CKD, if requested by Cara, shall cooperate fully with Cara, at Cara’s expense, in the conduct of any such action. Such cooperation shall not entitle CKD to any claim for recovery or compensation in respect thereof, and all such recovery or compensation shall belong solely to Cara. In the event CKD has any commercial damages and losses directly from Field Infringement by Third Party, CKD shall keep Cara informed of them and Cara shall agree to cooperate with CKD for a remedy and defense. CKD shall not take any actions with respect to any such Field Infringement that materially negatively affects Cara’s rights or interests in the Licensed Patent rights. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS ]. A COMPLETE VERSION OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and expenses relating to any such suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be divided equally by the parties after reimbursement of Licensors for its costs and expenses in bringing the lawsuit.

Infringement by Third Parties. Licensee shall have 9.1 Each PARTY will promptly inform the initial right to bring suit and initiate proceedings relating to other of any suspected infringement of any claims in the Licensor Intellectual Property and PATENT RIGHTS or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a third party. LICENSEE has the right, but not the obligation, to settle the sameinstitute an action for infringement, misuse, misappropriation, theft Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate These redacted terms have been marked in this exhibit with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. or breach of confidence of the proprietary rights against such third party and is entitled to retain recovery from such enforcement, provided however, after reimbursement of LICENSEE’s reasonable legal costs and expenses related to such enforcement, any award or damages awarded to LICENSEE that constitute lost profits shall be considered NET SALES for purposes of calculating royalties due LICENSORS. Additionally, if any award or damages awarded to LICENSEE constitute “reasonable royalties” pursuant to 35 USC §284 or punitive damages, LICENSEE agrees to pay LICENSORS [***] percent ([***]%) of any such reasonable royalties or punitive damages. At LICENSEE’S request and expense, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify and subject to the other parties statutory duties of the Texas Attorney General, LICENSORS agree to join any such and provide the other parties with any and all evidence thereof in its possession or controlaction brought by LICENSEE if necessary. Should Licensee choose not If LICENSEE fails to bring suit such an action or initiate proceedings relating to the infringement of the Licensor Intellectual Property proceeding within one hundred twenty (120) 120 days of learning after receiving notice or otherwise having knowledge of such infringement, Licensors shall have then LICENSORS may institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the right proprietary rights against such third party at its own expense and retain all recoveries from such enforcement, and/or reduce the license granted hereunder to bring semi-exclusive and grant a license to such suit or initiate such proceedings, provided, third party. LICENSORS will provide LICENSEE with 20 days written notice before they commence any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 20 day notice period. LICENSEE must provide LICENSORS with evidence that Licensors shall be responsible for it has commenced legal action within the payment of all costs and expenses relating to any such suit or suits or proceeding20 day notice period, and any and all recoveries, awards, or payments recoveries resulting from said suits or any settlements thereof shall such action will be divided equally by the parties between LICENSEE and LICENSORS after reimbursement of Licensors for LICENSEE recovers its costs and expenses in bringing the lawsuitdirectly related to such action.

Infringement by Third Parties. Each party shall promptly provide written notice to the other party during the term of this Agreement of any known infringement or suspected infringement by a Third Party of any LTC Patents, and shall provide the other party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within a period of ninety (90) days after either party provides or receives such written notice with respect to LTC Patents ("Decision Period"), Licensee, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action and shall notify the Licensors in writing of its decision in writing ("Suit Notice"). If Licensee decides to bring a suit or take action and provides a respective Suit Notice, then Licensee may immediately commence such suit or take such action. If Licensee (i) does not in writing advise the Licensors within the Decision Period that it will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, then the Licensors shall thereafter have the initial right right, but no obligation, to bring commence suit or take action and initiate proceedings relating shall provide written notice to Licensee of any infringement such suit commenced or action taken by the Licensors. Upon written request, the party bringing suit or taking action ("Initiating Party") shall keep the other party informed of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to status of any such suit or suits or proceeding action and shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties party with any copies of all substantive documents and all evidence thereof communications filed in its possession or control. Should Licensee choose not to bring such suit or initiate proceedings relating action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall belong to the infringement Initiating Party. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or 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 Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringementsuit or action. At the Initiating Party’s written request, Licensors the other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other party shall have the right to bring such suit or initiate such proceedings, provided, that Licensors shall participate and be responsible for the payment of all costs and expenses relating to represented in any such suit or suits action by its own counsel at its own expense. The Initiating Party shall not settle, agree to a consent judgment or proceedingotherwise voluntarily dispose of the suit or action without the written consent of the other party, and any and all recoveries, awards, which consent shall not be unreasonably delayed or payments from said suits or any settlements thereof shall be divided equally withheld. Except as otherwise agreed by the parties after in connection with any cost-sharing arrangement, any recovery realized as a result of litigation described in this Section 5.5 (whether by way of settlement or otherwise) will be first allocated to reimbursement of Licensors for its costs unreimbursed legal fees and expenses in bringing incurred by the lawsuit.Initiating Party, then toward reimbursement of any unreimbursed legal fees and expenses of the other party, and then the remainder will be distributed by allocating 50% of such remainder to the Initiating Party and 50% to the party holding the Patent being the subject of the litigation. ANNEX B: Agreed Form of License Agreement

Infringement by Third Parties. Licensee Focal shall have the initial sole right and option, at its sole and absolute discretion, to bring suit file and initiate proceedings relating to any maintain lawsuits in its own name for infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware Third Parties of any infringement Patent Rights, Trademarks or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings proprietary rights relating to the infringement Products or Systems that occur within the Territory. Genzyme shall, at the request and expense of Focal, give Focal all reasonable assistance and cooperation in any such proceedings at Focal's expense. Notwithstanding any decision or action by Focal arising out of any Third Party infringement, or the results or outcomes thereof, Genzyme's obligation to make payments to Focal under this Agreement shall be unaffected and, in the event that Genzyme's distribution of the Licensor Intellectual Property within one hundred twenty (120) days of learning of Systems is adversely affected by such Third Party infringement, Licensors Focal shall not be obligated to offset any payments made hereunder. Notwithstanding any decision on the part of Focal to forgo bringing or continuing to prosecute any suit, claim or litigation, even if permitted under law, Genzyme shall not have the right to bring bring, file or litigate any claim for infringement by Third Parties of any proprietary rights held by Focal occurring in the Territory without Focal's prior written consent, which consent shall not be unreasonably withheld. If such suit consent is granted, Focal shall cooperate with Genzyme, and shall assign to Genzyme such rights as are reasonably determined by Focal to be necessary to bring, file or initiate litigate such proceedings, provided, that Licensors claim. Any recovery realized by either party as a result of any infringement litigation pursuant to this Section 10.3 (whether by way of settlement or otherwise) shall be responsible for the payment first allocated to reimbursement of all costs legal fees and expenses relating to any such suit or suits or incurred by the party initiating the proceeding, then, if applicable, toward reimbursement of the other party's legal fees and any expenses, and all recoveries, awards, or payments from said suits or any settlements thereof then the remainder shall be divided equally by between the parties after reimbursement of Licensors for its costs as follows: seventy-five percent (75%) to the party initiating such proceedings and expenses in bringing twenty-five percent (25%) to the lawsuitother party.

Infringement by Third Parties. Licensee Each Party shall notify the other Party in writing promptly upon learning of any actual or alleged infringement by any Third Party of any Product Trademark of which they become aware. BMS shall have the initial right first right, but not the obligation, to control the prosecution of any such infringement. If BMS does not initiate an infringement action within fourteen (14) days after learning of the infringement, then COLLABORATOR shall have the right, but not the obligation, to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the samesuch an action. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, Licensors Neither Party shall have the right to bring settle any infringement action under this Section 9.10(b) in a manner that diminishes the rights or interests of the other Party or imposes any liability on the other Party without the prior Party Written Consent of such suit or initiate such proceedingsother Party. The expenses of defense, provided, that Licensors settlement and judgments in actions governed by this Section 9.10(b) shall be responsible for Trademark Costs (to the payment of all extent not reimbursed through recoveries from such litigation). The costs and expenses relating to any such of the Party bringing suit or suits or proceeding, and any and all recoveries, awards, or payments from said suits or any settlements thereof under this Section 9.10(b) shall be divided equally by reimbursed first out of any damages or other monetary awards recovered in favor of BMS and/or COLLABORATOR (if such recovery is less than the parties after reimbursement of Licensors for its Parties’ aggregate costs and expenses incurred in bringing such action, such recovery shall be allocated between the lawsuitParties on a pro rata basis based on their relative costs and expenses incurred 135 [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. in such action). The Party that does not control the action or suit hereunder shall cooperate with the controlling Party in connection with such action or suit. Any damages or other monetary awards remaining after payment of the Parties’ expenses shall be allocated between the Parties in the same proportion as they share in Net Profit/Net Loss hereunder. Any recovery shall be split as provided in this Section 9.10(b), shall not be applied to reduce Development Costs or Allowable Expenses (except as specifically provided above) and shall not be included in the calculation of Net Sales.