Common use of Infringement Claims by Third Parties Clause in Contracts

Infringement Claims by Third Parties. If the Exploitation of a Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo shall be responsible for defending any such claim, suit or proceeding [***], using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.46.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding [***]at proceeding at its sole cost and expense, using counsel of MereoMedImmune’s choicechoice in relation to technology licensed under any Non-Exclusive Licensed Technology. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca MedImmune shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth out in this Section 9.46.4, including where necessary, furnishing a power of attorney solely for such Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd. purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca MedImmune for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca MedImmune with copies of all material pleadings filed in such action and to allow AstraZeneca MedImmune reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 6.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If In the Exploitation event that a third party, other than a Licensee, asserts any claim or cause of action alleging that the Debiotech Micro-Needle Products in the Field (i) infringe of a Product in the Territory pursuant to this Agreement results inpatent or copyright of another person, or is reasonably expected (ii) unlawfully discloses or uses or misappropriates a trade secret or other intellectual property right of a third person, Animas shall have the right to result inassume control and direct the investigation, any defense and settlement of each such claim, suit or proceeding by a Third Party alleging infringement by Mereo or any . Animas shall keep Debiotech fully informed of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)all developments of the case, including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4counterclaims made by Animas. Animas shall, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo shall be responsible for defending any such claim, suit or proceeding [***], using counsel of Mereo’s choice. Prior to the Option Exercise Dateextent legally permissible and without waiving attorney client privilege, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to (a) provide AstraZeneca Debiotech with copies of all pleadings, discoveries and other relevant material pleadings filed (including discussion papers, submissions, opinions, technical evaluations, expert or witness statements and any other material contemplated to be used in such action the proceedings or otherwise relevant to the proceedings, whether in draft or final form), and (b) allow, except to allow AstraZeneca reasonable opportunity the extent it would prove impracticable, participation in defense strategy discussions; provided that, Debiotech shall agree to appropriate confidentiality undertakings. Debiotech and its agents, representatives and employees shall at all times have the right, at its own cost, to participate in the defense (and assume the defense if Animas does not act in good faith in defending the claim). The Parties shall fully cooperate with each other in connection with the defense of such claim, including by furnishing all available documentary or other evidence as is reasonably requested by the claimsother. Any [Animas shall not, to the extent reasonably practicable, settle the claim or otherwise consent to an adverse judgment in such claim without the express written consent of Debiotech, which consent shall not be unreasonably withheld or delayed. In the event that Debiotech reasonably withholds its consent, whether such consent is requested before or after the settlement is reached, the provisions of Section 10.3 of this Agreement shall not apply. ***] Certain information in this document *** - Material has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]Third Party Infringement Claim at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.45.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Licensee.

Infringement Claims by Third Parties. If With respect to any ------------------------------------ and all Claims instituted by Third Parties against Adolor or GSK or any of their respective Affiliates for trademark infringement involving the Exploitation use, sale, license or marketing of a Collaboration Product in the Territory pursuant to this Agreement results inUnited States during the United States Term (each, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party "Trademark Infringement Claim”"), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware each of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Adolor and ---------------------------- GSK shall be responsible for defending Losses arising out of or resulting from such Trademark Infringement Claims of the Adolor Product Marketing Contribution or the GI Product Marketing Contribution (prior to any such claimadjustment under Section 6.3.4), suit or proceeding [***], using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shallas applicable, and shall cause its Affiliates to, Adolor and GSK will assist one another and cooperate with Mereoin the defense and settlement of such Trademark Infringement Claims at the other Party's request; provided, as Mereo may reasonably request from time however, that in all cases referred to time, in connection with its activities set forth in this Section 9.42.4.8, including where necessaryneither Party shall be liable for any proportion of its share of the Losses in relation to the Trademark Infringement Claim to the extent that such Losses were caused by the negligence or willful misconduct or wrongdoing of the other Party or any breach by the other Party of its representations, furnishing a power of attorney solely for such purpose warranties or joining incovenants or agreements hereunder. Further, or to the extent Adolor has elected to receive royalties in relation to any Collaboration Product being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate sold in the defense of the claims. Any [***] Certain information in this document United States and GSK has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested elected to use an Adolor Product Trademark on such GI Product under Section 2.4.2, GSK shall be liable for Losses with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Trademark Infringement Claim defended under this Section 9.4 raised against GSK except those Losses in relation to the Trademark Infringement Claim to the extent such Losses were caused by the negligence or willful misconduct or wrongdoing of Adolor or any breach by Adolor of its representations, warranties, covenants or agreements hereunder. Adolor shall not be [***]. For clarity, if Mereo responsible for any Losses arising out of or resulting from Trademark Infringement Claims in relation to Collaboration Product for which it does not receive a percentage of the Adolor Product Marketing Contribution or a percentage of the GI Product Marketing Contribution unless such Loss is required to make any payment related to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Claim under Section 8.5.3(c14.2(a) or 14.2(b).

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding [***]at its own expense (but subject to deduction as provided below), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Licensor may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall retain the right to control execute all papers and perform such claim, suit or proceedingacts as shall be reasonably required. If Mereo exercises AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the Optionalleged patent infringement) not to defend or control the defense of, AstraZeneca shall have no right participate in or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo agrees Any recoveries by a Party of any sanctions awarded to provide AstraZeneca with copies such Party and against a party asserting a claim being defended under this Section 7.4 shall be applied as follows: such recovery shall be applied first to reimburse AbbVie and/or Licensor for its reasonable out-of-pocket costs of all material pleadings filed in defending such action claim, suit, or proceedings, and to allow AstraZeneca reasonable opportunity to participate in (b) the defense balance of the claims. Any any such recoveries [*] shall be [**]. [ ] = Certain confidential information contained in this document has been omitted and document, marked by brackets, is filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect Commission pursuant to Rule 406 of the omitted portions. damagesSecurities Act of 1933, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)as amended.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [***] its reasonable and verifiable costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 (Infringement Claims by Third Parties) shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo Xxxxxx (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement Xxxxxx shall promptly notify the other Party Galapagos thereof in writing. As between Xxxxxx shall defend and control the Parties, Mereo shall be responsible for defending defense of any such claim, suit suit, or proceeding [***]at its own expense (except to the extent any such expense constitutes an Allowable Expense), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Galapagos may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo shall retain at its own expense. Without limitation of the right foregoing, if Xxxxxx finds it necessary or desirable to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewithXxxxxx’x expense. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo Unless otherwise set forth herein, Xxxxxx shall have the right to settle such claim; provided that Xxxxxx shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs or liability on, or involves any admission by, Galapagos, without their express written consent. Each Party agrees to provide AstraZeneca the other Party with copies of all material pleadings filed in such action and to allow AstraZeneca the other Party reasonable opportunity to participate in the defense of the claims. Any Xxxxxx shall be entitled to deduct […***…] Certain information percent ([…***…]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by Xxxxxx and not included as an Allowable Expense of defending such claim, suit, or proceeding brought by a Third Party alleging that a Licensed Compound and/or the Manufacturing Process (which Manufacturing Process Xxxxxx has not modified in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect any substantial part pertinent to the omitted portionsasserted claims in said proceeding) infringe one or more patents Controlled by the Third Party. damagesSuch deduction shall be applied in a given Calendar Quarter from sales-based milestones and to the extent not exhausted within an […***…] ([…***…]) month period, may be deducted from royalties due to Galapagos pursuant to Section 6.4.1 or awards, including royalties incurred or 6.6. Any recoveries by Xxxxxx of any sanctions awarded in connection with any Third Party Infringement Claim to Xxxxxx and against a party asserting a claim being defended under this Section 9.4 7.4 shall be [applied as follows: such recovery shall be applied first to (i) reimburse Xxxxxx for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings to the extent not deducted from sales-based milestones pursuant to the previous sentence, and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries shall be retained or provided to Xxxxxx and included in calculation of Net Sales for the relevant Licensed Product. ***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).Confidential Treatment Requested***

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Molecule or Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie or any of its Galapagos (or their respective Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware receiving notice of such alleged infringement claim, suit, or proceeding shall promptly notify the other Party thereof in writing. As between AbbVie shall defend and control the Parties, Mereo shall be responsible for defending defense of any such claim, suit suit, or proceeding [***]at its own expense (except to the extent any such cost or expense is allocable to the Galapagos Territory, in which event such cost or expense, to the extent reasonable and reasonably incurred, shall be reimbursed by Galapagos in accordance with Section 7.9), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Galapagos may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo shall retain at its own expense. Without limitation of the right foregoing, if AbbVie finds it necessary or desirable to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewithAbbVie’s expense. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo Unless otherwise set forth herein, AbbVie shall have the right to settle such claim, including by entering into a license agreement pursuant to Section 7.6; provided, that AbbVie shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, Galapagos, without Galapagos’ express written consent; provided, further, that entering into an agreement with such Third Party pursuant to Section 7.6 shall not require the consent of Galapagos. Each Party agrees to provide AstraZeneca the other Party with copies of all material pleadings filed in such action and to allow AstraZeneca the other Party reasonable opportunity to participate in the defense of the claims. Any AbbVie shall be entitled to deduct […***…] Certain information percent ([…***…]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by AbbVie (and not reimbursed by Galapagos pursuant to Section 7.9) in this document defending such claim, suit, or proceeding brought by a Third Party alleging that a Molecule, Product or the Manufacturing Process (which Manufacturing Process AbbVie has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect not modified in any substantial part pertinent to the omitted portionsasserted claims in said proceeding) infringe one (1) or more Patents controlled by the Third Party. damagesSuch deduction shall be applied in a given Calendar Quarter from the sales-based milestones due to Galapagos pursuant to Section 6.4.1, or awardsand to the extent not exhausted within an […***…] ([…***…]) month period, including may be deducted from royalties incurred or due to Galapagos pursuant to Section 6.5. Any recoveries by AbbVie of any sanctions awarded in connection with any Third Party Infringement Claim to AbbVie and against a party asserting a claim being defended under this Section 9.4 7.4 shall be [applied as follows: such recovery shall be applied first to (i) reimburse AbbVie for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings to the extent not deducted from sales-based milestones pursuant to the previous sentence, and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries shall be retained or provided to AbbVie and included in calculation of Net Sales for the relevant Product, except to the extent such recovery is attributable to the Galapagos Territory, in which event it shall be retained by or provided to Galapagos. ***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).Confidential Treatment Requested***

Infringement Claims by Third Parties. If the Exploitation or Manufacture of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by Mereo against Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to this Section 9.45.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party MedImmune thereof in writing. As Except as provided in Section 8.3.2, as between the Parties, Mereo Licensee shall be responsible for defending have the first right to defend against any such claim, suit or proceeding at its sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of any such claim, suit or proceeding with respect to a Licensed Patent or PhaseBio Patent, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by MedImmune in writing; provided that MedImmune shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within [***], using counsel ] of Mereo’s choicereceipt of such request. Prior to the Option Exercise Date, AstraZeneca MedImmune may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca MedImmune shall, and as necessary shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.45.4, including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca MedImmune for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca MedImmune with copies of all material pleadings filed in such action and to allow AstraZeneca MedImmune reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by Licensee under this Section 9.4 5.4 shall be borne by Licensee. If Licensee or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding within [***] following the date upon which Licensee first receives notice or otherwise learns of such Third Party Infringement *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. For clarityClaim or, if Mereo is required to make any payment to a Third Party to settle provided such date occurs after Licensee receives notice or otherwise learns of such Third Party Infringement Claim, [***] before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify MedImmune and (b) MedImmune may defend against such Third Party Payment Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 8.3.2, as between the Parties, MedImmune and its Affiliates shall be a Third Party Payment for have and retain the purposes right to defend against any claim, suit or proceeding brought against MedImmune or any of Section 8.5.3(c)its Affiliates.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [***] its reasonable and verifiable costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding Deductible IP Litigation by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Ablynx thereof in writing. As between AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceeding [***]Deductible IP Litigation at its own expense (but subject to deduction as provided below), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Ablynx may participate in any such claim, suit or proceeding Deductible IP Litigation with counsel of its choice [***]; provided that Mereo shall retain at its own expense. Without limitation of the right foregoing, where it is reasonably necessary for Ablynx to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join as a necessary party to, to any such action, providing access Ablynx shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Ablynx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such Deductible IP Litigation, within such time periods so that Ablynx is not prejudiced by any delays, Ablynx may conduct and making control the defense of any such Deductible IP Litigation at its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewithown expense. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit or proceedingDeductible IP Litigation. Mereo Each Party agrees to provide AstraZeneca the other Party with copies of all material pleadings filed in such action Deductible IP Litigation and to allow AstraZeneca the other Party reasonable opportunity to participate in the defense of the claimsdefense. Any […***] Certain information in this document has been omitted …]. Notwithstanding the foregoing, […***…]. Any recoveries by AbbVie of any sanctions awarded to AbbVie and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any against a Third Party Infringement Claim asserting a claim being defended under this Section 9.4 7.4 shall be applied as follows: […***…]. For purposes of clarity, if Mereo is required to make any payment to a Third Party Claims pursuant to settle such Third Party Infringement Claim, such Third Party Payment Section 11.2.1(vii) shall not be a Third Party Payment for subject to the purposes provisions of this Section 8.5.3(c)7.4.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery Probody, Discovery PDC or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding [***]at its own expense (but subject to - 45 - deduction as provided below), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Licensor may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall execute all papers and perform such acts as shall be reasonably required, provided that Mereo shall retain the right to control such claim, suit or proceedingAbbVie reimburses any out-of-pocket costs incurred by Licensor as a result. If Mereo exercises AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the Optionalleged patent infringement) not to defend or control the defense of, AstraZeneca shall have no right participate in or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo AstraZeneca or any of its Affiliates or its or their Sublicensees, Distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.46.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo AstraZeneca shall be responsible for defending have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding [***]at its sole cost and expense (but subject to deduction as provided below), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Licensor may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo AstraZeneca shall retain control of the right to control defense of such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any be entitled to offset [***] percent ([***]%) of the reasonable out-of-pocket costs of defending or settling such claim, suit or proceeding relating under this Section 6.5, to the Option Patents extent that the Third Party Infringement Claim arises from and including the Option Exercise Date. exercise of a Licensed Patent, that are borne by AstraZeneca shall, and shall cause or its Affiliates toand, assist and cooperate with Mereorespect to any calculation pursuant to Section 5.4(i), as Mereo may reasonably request from time to timeits or their Sublicensees, in a given Calendar Quarter (including royalties, milestones and other consideration paid and any damages or other awards assessed in connection with its activities set forth in therewith) against any amounts owed to Licensor under this Section 9.4, including where necessary, furnishing a power of attorney solely Agreement for such purpose or joining inCalendar Quarter, or being named as with any balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca maximum amount for each Calendar Quarter of [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any percent ([***] Certain information in this document has been omitted and filed separately with ]%) of the Securities and Exchange Commission. Confidential Treatment has been requested amounts owed with respect to the omitted portionssuch subsequent Calendar Quarter. damages, or awards, including royalties incurred or Any recoveries awarded to a Party in connection with any Third Party Infringement Claim defended under this Section 9.4 6.5 shall be [***]. For clarityapplied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, if Mereo is required suit or proceedings and then to make reimburse the other Party for amounts deducted pursuant to the previous sentence, with the balance of any payment such recoveries being retained by or provided to a Third such first Party and where retained by or provided to settle such Third Party Infringement Claim, such Third Party Payment AstraZeneca or its Affiliates shall be a Third Party Payment for the purposes of Section 8.5.3(c)regarded as being Net Sales against which royalties are due to Licensor.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery Construct or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Harpoon thereof in writing. As between AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding [***]at its own expense, using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Harpoon may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Harpoon as a party to any such action, Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall retain the right to control such claim, suit or proceedingbe reasonably required. If Mereo exercises AbbVie elects (in a written communication submitted to Harpoon within a reasonable amount of time after notice of the Optionalleged patent infringement) not to defend or control the defense of, AstraZeneca shall have no right participate in or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Harpoon is not prejudiced by any delays, Harpoon may conduct and control the defense of any such claim, suit, or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 8.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against EverInsight or any of its Affiliates or Sublicensees alleging infringement by Mereo EverInsight or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to this Section 9.49.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo subject to ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall be CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SUPER LEAGUE GAMING, INC. IF PUBLICLY DISCLOSED. responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoVistaGen’s choice. Prior to the Option Exercise Date, AstraZeneca ; (b) EverInsight may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo VistaGen shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca ; (c)EverInsight shall, and shall cause its Affiliates to, assist and cooperate co-operate with MereoVistaGen, as Mereo VistaGen may reasonably request from time to time, in connection with its activities set forth in this Section 9.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo VistaGen shall reimburse AstraZeneca EverInsight for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo ; (d) VistaGen shall keep AstraZeneca EverInsight reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo ; (e) VistaGen agrees to provide AstraZeneca EverInsight with copies of all material pleadings filed in such action and to allow AstraZeneca EverInsight reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted Claims; and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 9.5 (Infringement Claims by Third Parties) shall be [***]. For clarityborne by VistaGen, if Mereo is required to make any payment to a Third Party to settle and VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Claim pursuant Section 8.5.3(c13.1(d).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Licensee or any of its Affiliates or Sublicensees alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4Clause 6.3 (Enforcement of Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo subject to Clause 9 (INDEMNITY), (a) Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca (b) Nabriva may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca (c) Nabriva shall, and shall cause its Affiliates to, assist and cooperate co-operate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca Nabriva for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo , (d) Licensee shall keep AstraZeneca Nabriva reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo , (e) Licensee agrees to provide AstraZeneca Nabriva with copies of all material pleadings filed in such action and to allow AstraZeneca Nabriva reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted , and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 Clause 6.4 (Infringement Claims by Third Parties) shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3, the Party first becoming aware of such alleged infringement Third Party Infringement Claim shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]Third Party Infringement Claim at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca MedImmune may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca MedImmune shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.45.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca MedImmune for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca MedImmune with copies of all material pleadings filed in such action and to allow AstraZeneca MedImmune reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be [***]. For clarityborne by Licensee, if Mereo is required except for those Losses for which MedImmune has an obligation to make any payment indemnify Licensee pursuant to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)8.2 .

Infringement Claims by Third Parties. If In the Exploitation event that a third party, other than a Licensee, asserts any claim or cause of action alleging that the Debiotech Pump System (i) infringes of a Product in the Territory pursuant to this Agreement results inpatent or copyright of another person, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo shall be responsible for defending any such claim, suit or proceeding [ii) unlawfully ***], using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document * - Material has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect discloses or uses or misappropriates a trade secret or other intellectual property right of a third person, Animas shall have the right to assume control and direct the investigation, defense and settlement of each such claim. Animas shall keep Debiotech fully informed of all developments of the case, including any counterclaims made by Animas. Animas shall, to the omitted portionsextent legally permissible and without waiving attorney client privilege, (a) provide Debiotech with copies of all pleadings, discoveries and other relevant material (including discussion papers, submissions, opinions, technical evaluations, expert or witness statements and any other material contemplated to be used in the proceedings or otherwise relevant to the proceedings, whether in draft or final form), and (b) allow, except to the extent it would prove impracticable, participation in defense strategy discussions; provided that, Debiotech shall agree to appropriate confidentiality undertakings. damagesDebiotech and its agents, or awardsrepresentatives and employees shall at all times have the right, including royalties incurred or awarded at its own cost, to participate in the defense (and assume the defense if Animas does not act in good faith in defending the claim). The Parties shall fully cooperate with each other in connection with any Third Party Infringement Claim defended under this Section 9.4 the defense of such claim, including by furnishing all available documentary or other evidence as is reasonably requested by the other. Animas shall not, to the extent reasonably practicable, settle the claim or otherwise consent to an adverse judgment in such claim without the express written consent of Debiotech, which consent shall not be [***]unreasonably withheld or delayed. For clarityIn the event that Debiotech reasonably withholds its consent, if Mereo whether such consent is required to make any payment to a Third Party to settle such Third Party Infringement Claimrequested before or after the settlement is reached, such Third Party Payment shall be a Third Party Payment for the purposes provisions of Section 8.5.3(c)10.3 of this Agreement shall not apply.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, (a “"Third Party Infringement Claim”"), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [***] its reasonable and verifiable costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be borne by Licensee. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, (a “"Third Party Infringement Claim”"), including any defense defence or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [its reasonable and verifiable costs and expenses ***] costs Text Omitted and expenses Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 incurred in connection therewith. Mereo Licensee shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense defence of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Product the Licensed Compounds or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Mereo Newsoara or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.48.3 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Newsoara shall be responsible for defending defend against any such claim, suit or proceeding [***]Third Party Infringement Claim in the Territory, using counsel of MereoNewsoara’s choice. Prior Fifty percent (50%) of all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or any of its Affiliates or its or their Sublicensees, distributors or customers in connection with such Third Party Infringement Claim may be offset from the payments due to AUM for the Option Exercise Date, AstraZeneca corresponding Calendar Year or one or more years thereafter. AUM may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Newsoara shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca AUM shall, and shall cause its Affiliates to, assist and cooperate with MereoNewsoara, as Mereo Newsoara may reasonably request from time to time, in connection with its activities set forth in this Section 9.48.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Newsoara shall keep AstraZeneca AUM reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Newsoara agrees to provide AstraZeneca AUM with copies of all material pleadings filed in such action and to allow AstraZeneca consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested comments from AUM with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)thereto.

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding Deductible IP Litigation by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Ablynx thereof in writing. As between AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit or proceeding [***]Deductible IP Litigation at its own expense (but subject to deduction as provided below), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Ablynx may participate in any such claim, suit or proceeding Deductible IP Litigation with counsel of its choice [***]; provided that Mereo shall retain at its own expense. Without limitation of the right foregoing, where it is reasonably necessary for Ablynx to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join as a necessary party to, to any such action, providing access Ablynx shall execute all papers and perform such acts as shall be reasonably required at AbbVie’s expense. If AbbVie elects (in a written communication submitted to relevant documents Ablynx within a reasonable amount of time after notice of the alleged patent infringement) not to defend or control the defense of, or otherwise fails to initiate and other evidence maintain the defense of, any such Deductible IP Litigation, within such time periods so that Ablynx is not prejudiced by any delays, Ablynx may conduct and making control the defense of any such Deductible IP Litigation at its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewithown expense. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit or proceedingDeductible IP Litigation. Mereo Each Party agrees to provide AstraZeneca the other Party with copies of all material pleadings filed in such action Deductible IP Litigation and to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. allow AstraZeneca the other Party reasonable opportunity to participate in the defense of the claimsdefense. Any […***] Certain information in this document has been omitted …]. Notwithstanding the foregoing, […***…]. Any recoveries by AbbVie of any sanctions awarded to AbbVie and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any against a Third Party Infringement Claim asserting a claim being defended under this Section 9.4 7.4 shall be applied as follows: […***…]. For purposes of clarity, if Mereo is required to make any payment to a Third Party Claims pursuant to settle such Third Party Infringement Claim, such Third Party Payment Section 11.2(vii) shall not be a Third Party Payment for subject to the purposes provisions of this Section 8.5.3(c)7.4.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Pfizer Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Pfizer or any of its Affiliates or Sublicensees alleging infringement by Mereo Pfizer or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim XE "Third Party Infringement Claim" \t "See 9.5" ”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to this Section 9.49.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo subject to ARTICLE 13 (Indemnification; Liability): (a) Pfizer shall be responsible for defending have the first right, but not the obligation, to defend any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoPfizer’s choice. Prior to the Option Exercise Date, AstraZeneca ; (b) Sxxxx may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Pfizer shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca ; (c) Sxxxx shall, and shall cause its Affiliates to, assist and cooperate co-operate with MereoPfizer, as Mereo it may reasonably request from time to time, in connection with its activities set forth in this Section 9.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Pfizer shall reimburse AstraZeneca Sxxxx for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo ; (d) Pfizer shall keep AstraZeneca Sxxxx reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo ; (e) Pfizer agrees to provide AstraZeneca Sxxxx with copies of all material pleadings filed in such action and to allow AstraZeneca Sxxxx reasonable opportunity to participate in the defense of the claimsClaims. Any If Pfizer fails to defend such claim, suit or proceeding in any jurisdiction in the Pfizer Territory within (A) [***] Certain information Business Days following the notice of alleged infringement or (B) [***] Business Days before the time limit, if any, set forth in this document has been omitted the Applicable Laws for the filing of such actions, whichever comes first, Sxxxx shall have the right, but not the obligation, to bring and filed separately with control any such action in such jurisdiction in the Securities Pfizer Territory at its own expense and Exchange Commissionby counsel of its own choice, and provisions of the preceding sentence shall apply mutatis mutandis to such proceeding and the conduct thereof. Confidential Treatment has been requested with respect to the omitted portions. Any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 9.5 (Infringement Claims by Third Parties) shall be shared by Pfizer and Sxxxx, in proportion to (1) [***] percent ([***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment %) shall be a Third allocated to the Party Payment prosecuting and/or defending such suit or action and (2) [***] percent ([***]%) shall be allocated to the Party not prosecuting and/or defending such action; provided, that any amounts awarded and paid to Pfizer (whether by settlement, judgment, award or otherwise), other than punitive damages, shall be considered Net Sales for the purposes of (and subject to the royalty obligations under) Section 8.5.3(c8.4 (Royalty Payments) and Cumulative Net Sales for purposes of the Sales Milestone Events set forth in Section 8.3 (Commercial Milestones), in each case subject to ARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation Manufacture, use or Commercialization of a Molecule or Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie or any of its Galapagos (or their respective Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware receiving notice of such alleged infringement claim, suit, or proceeding shall promptly notify the other Party thereof in writing. As between AbbVie shall defend and control the Parties, Mereo shall be responsible for defending defense of any such claim, suit suit, or proceeding [***]at its own expense (except to the extent any such cost or expense is allocable to the Galapagos Territory, in which event such cost or expense, to the extent reasonable and reasonably incurred, shall be reimbursed by Galapagos in accordance with Section 7.9), using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Galapagos may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo shall retain at its own expense. Without limitation of the right foregoing, if AbbVie finds it necessary or desirable to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named join Galapagos as a necessary party to, to any such action, providing access to relevant documents Galapagos shall execute all papers and other evidence and making its employees available perform such acts as shall be reasonably required at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewithAbbVie’s expense. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo Unless otherwise set forth herein, AbbVie shall have the right to settle such claim, including by entering into a license agreement pursuant to Section 7.6; provided, that AbbVie shall not settle any litigation under this Section 7.4 in a manner that diminishes or has a material adverse effect on the rights or interest of Galapagos, or in a manner that imposes any costs (except as set forth in the immediately following proviso) or liability on, or involves any admission by, Galapagos, without Galapagos’ express written consent; provided, further, that entering into an agreement with such Third Party pursuant to Section 7.6 shall not require the consent of Galapagos. Each Party agrees to provide AstraZeneca the other Party with copies of all material pleadings filed in such action and to allow AstraZeneca the other Party reasonable opportunity to participate in the defense of the claims. Any AbbVie shall be entitled to deduct [...***...] Certain information percent ([...***...]%) of the reasonable out-of-pocket attorney’s fees and court costs borne by AbbVie (and not reimbursed by Galapagos pursuant to Section 7.9) in this document defending such claim, suit, or proceeding brought by a Third Party alleging that a Molecule, Product or the Manufacturing Process (which Manufacturing Process AbbVie has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect not modified in any substantial part pertinent to the omitted portionsasserted claims in said proceeding) infringe one (1) or more Patents controlled by the Third Party. damagesSuch deduction shall be applied in a given Calendar Quarter from the sales-based milestones due to Galapagos pursuant to Section 6.4.1, or awardsand to the extent not exhausted within an [...***...] month period, including may be deducted from royalties incurred or due to Galapagos pursuant to Section 6.5. Any recoveries by AbbVie of any sanctions awarded in connection with any Third Party Infringement Claim to AbbVie and against a party asserting a claim being defended under this Section 9.4 7.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle applied as follows: such Third Party Infringement Claim, such Third Party Payment recovery shall be a Third Party Payment applied first to (i) reimburse AbbVie for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings to the extent not deducted from sales-based milestones pursuant to the previous sentence, and (ii) reimburse Galapagos for sales-based milestones deductions pursuant to the previous sentence. The balance of any such recoveries shall be retained or provided to AbbVie and included in calculation of Net Sales for the purposes of Section 8.5.3(c)relevant Product, except to the extent such recovery is attributable to the Galapagos Territory, in which event it shall be retained by or provided to Galapagos.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Biohaven or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Biohaven shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoBiohaven’s choice. Prior to the Option Exercise Date, AstraZeneca Highlightll may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Biohaven shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca Highlightll shall, and shall cause its Affiliates to, assist and cooperate with MereoBiohaven, as Mereo Biohaven may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Biohaven shall reimburse AstraZeneca Highlightll for [***] its reasonable and verifiable costs and expenses incurred in connection therewiththerewith and that Highlightll may request a reasonable indemnity against Third Party claims against Highlightll resulting from such assistance or cooperation. Mereo Biohaven shall keep AstraZeneca Highlightll reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Biohaven agrees to provide AstraZeneca Highlightll with copies of all material pleadings filed in such action and to allow AstraZeneca Highlightll reasonable opportunity to participate in the defense of the claims. Biohaven shall have the right to settle such Third Party Infringement Claims; provided that Biohaven shall not have the right to settle any Third Party Infringement Claim in a manner that has a material adverse effect on the rights or interest of Highlightll or in a manner that imposes any costs or liability on or involves any admission by Highlightll, without the express written consent of Highlightll (which consent shall not be unreasonably withheld, conditioned or delayed). Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Biohaven.

Infringement Claims by Third Parties. If the Exploitation of a Product the Licensed Compounds or the Licensed Products in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending have the first right to defend against any such claim, suit or proceeding [***]Third Party Infringement Claim, using counsel of MereoLicensee’s choice, and Licensee shall solely bear all costs and expenses (including any damages, awards, royalties, settlement amounts and other liabilities) incurred by Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers in connection with such Third Party Infringement Claim. Prior to the Option Exercise Date, AstraZeneca may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.45.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo shall keep AstraZeneca reasonably informed of all material developments in connection with any If Licensee or its designee does not take commercially reasonable steps to defend against such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any proceeding within [***] Certain information in this document has been omitted and filed separately with days following the Securities and Exchange Commission. Confidential Treatment has been requested first notice provided above with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any such Third Party Infringement Claim defended under this Section 9.4 shall be or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***]. For clarity] Business Days before the time limit, if Mereo is required to make any payment to a Third Party to settle any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensee shall so notify AstraZeneca and (b) AstraZeneca may defend at its discretion against such Third Party Infringement ClaimClaim at its sole cost and expense; provided that AstraZeneca shall not enter into any settlement of any claim described in this Section 5.4 that incurs any financial liability on the part of Licensee, requires an admission of liability, wrongdoing or fault on the part of Licensee, without Licensee’s prior written consent, in each case, such Third Party Payment shall consent not to be a Third Party Payment for the purposes of Section 8.5.3(c)unreasonably withheld, conditioned or delayed.

Infringement Claims by Third Parties. For purposes of this Section 4.3, the Party defending any Third Party Infringement Claim shall be the “Defending Party”. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement by Sublicensor, Sublicensee or any of their Affiliates or sublicensees, results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Sublicensee or any of its Affiliates or its or their Sublicensees, sublicensees (a “Third Party Infringement Claim”), including excluding any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.44.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo (a) Sublicensor shall be responsible for defending any such claimhave the right, suit or proceeding [***]but not the obligation, using counsel of Mereo’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in defend any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain respect to the right to control such claimAstraZeneca Patents, suit the Licensee Patents and any Patents contained in, or proceeding. If Mereo exercises the Optionotherwise relating to, AstraZeneca any Sublicensor New IP or Joint New IP, and (b) Sublicensee shall have no right participate in the right, but not the obligation, to defend any such claim, suit or proceeding with respect to any Patents contained in, or otherwise relating to to, any Sublicensee New IP, in each case, in both the Option Patents from Retained Field and including the Option Exercise DateSublicensed Field, in the Territory, at the Defending Party’s sole cost, using counsel of the Defending Party’s choice. AstraZeneca The non-Defending Party shall, and shall cause its Affiliates to, assist and cooperate with Mereothe Defending Party, as Mereo the Defending Party may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo the Defending Party shall reimburse AstraZeneca the non-Defending Party for [***] its reasonable and verifiable costs and expenses incurred in connection therewith. Mereo The Defending Party shall keep AstraZeneca the non-Defending Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo The Defending Party agrees to provide AstraZeneca the non-Defending Party with copies of all material pleadings filed in such action and to allow AstraZeneca the non-Defending Party reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 4.3 shall be [***]borne by the Defending Party. For clarity, if Mereo is required In the event that the Defending Party elects not to make any payment to a Third Party to settle defend against such Third Party Infringement ClaimClaims within sixty (60) days of learning of same, the non-Defending Party shall have the right, but not the obligation, to defend against such Third Party Payment shall be a Third Party Payment for an action, subject in all cases to the purposes assistance and cooperation provisions of this Section 8.5.3(c)4.3.

Infringement Claims by Third Parties. If the Development, Manufacture, Commercialization or other Exploitation of a Compound, Product or Diagnostic Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit or proceeding by a Third Party alleging Patent infringement by Mereo a Party (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party (or its Patent Liaison) first becoming aware having knowledge of such alleged infringement claim, suit or proceeding shall promptly notify the other Party thereof in writing. As between BII, in consultation with the PartiesPatent Liaisons, Mereo shall be responsible for defending have the first right, but not the obligation, to defend and control the defense of any such claim, suit or proceeding [***]at its own expense, using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Epizyme may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo at its own expense. Without limitation of the foregoing, if BII finds it necessary or desirable to join Epizyme as a party to any such action, Epizyme shall retain execute all papers and perform such acts as shall be reasonably required at BII’s expense. If BII elects (in a written communication submitted to Epizyme within a reasonable amount of time after notice of the right alleged Patent infringement) not to defend or control the defense of, or otherwise fails to initiate and maintain the defense of, any such claim, suit or proceeding. If Mereo exercises , within such time periods so that Epizyme is not prejudiced by any delays, Epizyme, in consultation with the OptionPatent Liaisons, AstraZeneca shall have no right participate in may conduct and control the defense of any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party’s Patent Liaison shall keep AstraZeneca the other Party’s Patent Liaison reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to Each Party’s Patent Liaison shall provide AstraZeneca the other Party’s Patent Liaison with copies of all material pleadings filed in such action and to allow AstraZeneca the other Party’s Patent Liaison a reasonable opportunity to participate in the defense of the claims. Any [***] Certain information In case either Party desires to submit a counterclaim in this document has been omitted and filed separately with such defensive action, Section 8.3 (Enforcement of Patents) applies in case such counterclaim concerns the Securities and Exchange Commission. Confidential Treatment has been requested enforcement of an Epizyme Patent, Joint Patent or BII Patent, including with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to recoveries realized as a Third Party to settle result of such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)counterclaim.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Mereo Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to this Section 9.49.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo subject to ARTICLE 13 (Indemnification; Liability): (a) Everest shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoEverest’s choice. Prior to the Option Exercise Date, AstraZeneca ; (b) NPLH may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Everest shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca ; (c) NPLH shall, and shall cause its Affiliates to, assist and cooperate co-operate with MereoEverest, as Mereo Everest may reasonably request from time to time, in connection with its activities set forth in this Section 9.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Everest shall reimburse AstraZeneca NPLH for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo ; (d) Everest shall keep AstraZeneca NPLH reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo ; (e) Everest agrees to provide AstraZeneca NPLH with copies of all material pleadings filed in such action and to allow AstraZeneca NPLH reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted Claims; and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 9.5 (Infringement Claims by Third Parties) shall be [***]. For clarity, if Mereo is required borne by Everest subject to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(cARTICLE 13 (Indemnification; Liability).

Infringement Claims by Third Parties. If Each Party shall promptly notify the Exploitation other Party in writing of, but in no event later than 30 days after the earlier of receiving written notice or, to the actual knowledge of any of a Product in the Territory pursuant to this Agreement results inParty’s patent attorneys with responsibility for Licensed Products, or is reasonably expected to result inbecoming aware of, any threatened or actual claim, action, suit or proceeding by a Third Party alleging infringement by Mereo against Licensee, or any of its Affiliates or its or their SublicenseesSublicensees relating to the infringement of such Third Party’s Patents or unauthorized use or misappropriation of such Third Party’s Information, (based upon an assertion or claim arising out of the research, development, commercialization or Manufacture of a Licensed Product in the Territory pursuant to this Agreement by Licensee or any of its Affiliates or its or their Sublicensees(such claim, action, suit or proceeding, a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. 5.3 As between the Parties, Mereo Licensee shall be responsible for defending any such claimThird Party Infringement Claim, suit or proceeding [***]and control the conduct thereof, at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca may participate in any such claimThird Party Infringement Claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise DateThird Party Infringement Claim. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.45.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such actionThird Party Infringement Claim, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claimsThird Party Infringement Claim. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 5.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Licensee.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against EverInsight or any of its Affiliates or Sublicensees alleging infringement by Mereo EverInsight or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an a Product Infringement action initiated pursuant to this Section 9.49.4(b) (Enforcement of Licensed Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo subject to ARTICLE 13 (Indemnification; Liability): (a) VistaGen shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoVistaGen’s choice. Prior to the Option Exercise Date, AstraZeneca ; (b) EverInsight may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo VistaGen shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca ; (c)EverInsight shall, and shall cause its Affiliates to, assist and cooperate co-operate with MereoVistaGen, as Mereo VistaGen may reasonably request from time to time, in connection with its activities set forth in this Section 9.49.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo VistaGen shall reimburse AstraZeneca EverInsight for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo ; (d) VistaGen shall keep AstraZeneca EverInsight reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo ; (e) VistaGen agrees to provide AstraZeneca EverInsight with copies of all material pleadings filed in such action and to allow AstraZeneca EverInsight reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted Claims; and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 9.5 (Infringement Claims by Third Parties) shall be borne by VistaGen, and VistaGen shall indemnify and hold EverInsight Indemnitee harmless from such Third Party Infringement Claim pursuant Section 13.1(d). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED BECAUSE VISTAGEN THERAPEUTICS, INC. For clarityHAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO VISTAGEN THERAPEUTICS, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)INC. IF PUBLICLY DISCLOSED.

Infringement Claims by Third Parties. If the Exploitation manufacture, or Commercialization of a any Product in any country or countries of the Territory pursuant to this Agreement using the Licensed IP under Section 3.1 results in, or is reasonably expected to result in, any in a claim, suit or proceeding by a Third Party third party alleging patent infringement by Mereo against Licensor or any of its Affiliates or its Licensee (or their Sublicenseesrespective Affiliates, Sublicensees or Distributors, as applicable) (a “Third Party Infringement Claimeach, an“Infringement Action”), including any defense or counterclaim in connection with Licensor’s or Licensee’s opinion, is likely to become the subject of an Infringement action initiated pursuant to this Section 9.4Action, the such Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof hereto in writingwriting of the existence of such Infringement Action or of its concern that such an action is imminent. As between Licensor shall defend and control the Parties, Mereo shall be responsible for defending defense of any such claim, suit or proceeding [***]Infringement Action at its own expense, using counsel reasonably experienced in the defense of Mereo’s choicepatent infringement claims (except in the case of an Infringement Action based on Licensee Improvement, in which case Licensee shall defend and control the defense of any such Infringement Action at its own expense, using counsel reasonably experienced in the defense of patent infringement claims). Prior to the Option Exercise Date, AstraZeneca Licensee may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo at its own expense. Without limitation of the foregoing, if Licensor finds it necessary or desirable to join Licensee as a party to any such action, Licensee shall retain the right to control execute all papers and perform such claim, suit or proceedingacts as shall be reasonably required at Licensor’s expense. If Mereo exercises Licensor fails to initiate and maintain the Optiondefense of any such Infringement Action within ten (10) days of notice of such action, AstraZeneca shall have no right participate in Licensee may conduct and control the defense of any such claim, suit suit, or proceeding relating to and Licensor shall indemnify Licensee in full for the Option Patents from and including expense of such defense (except in the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to timecase of an Infringement Action based on Licensee Improvement, in connection with which case Licensee shall defend and control the defense of any such Infringement Action at its activities set forth own expense, using counsel reasonably experienced in this Section 9.4, including where necessary, furnishing a power the defense of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewithpatent infringement claims). Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claimsInfringement Action. Any [***] Certain information in this document has been omitted recoveries of any sanctions awarded to Licensee or Licensor (as applicable) and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim against a party asserting a claim being defended under this Section 9.4 7.3 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle applied as follows: such Third Party Infringement Claim, such Third Party Payment recovery shall be a Third applied first to reimbursing the defending Party Payment for its reasonable out-of-pocket costs of defending such claim, suit, or proceedings (including reasonable attorneys’ fees, court costs and expenses), with the purposes of Section 8.5.3(c)balance divided so that 50% is remitted to Licensor and 50% to Licensee.

Infringement Claims by Third Parties. If the Exploitation Development, manufacture or commercialization of a Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.45.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoLicensee’s choice. Prior to the Option Exercise Date, AstraZeneca Ligand may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca Ligand shall, and shall cause its Affiliates to, assist and cooperate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.45.3 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Licensee shall reimburse AstraZeneca Ligand for [***] its reasonable and verifiable costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca Ligand reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca Ligand with copies of all material pleadings filed in such action and to allow AstraZeneca Ligand reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a any Product in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo a Party or any of its Affiliates or its or their Sublicensees, Sublicensees or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.49.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writingwriting and the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action and may, if appropriate agree on and enter into a “common interest agreement” wherein the Parties agree to their shared mutual interest in the outcome of such potential dispute. As Absent any agreement to the contrary and subject to claims for indemnification under Article XII, as between the Parties, Mereo AzurRx shall be responsible for defending have the first right and obligation to defend and control the defense of any such claim, suit or proceeding [***]at its cost and expense, using counsel of MereoAzurRx’s choice. Prior to the Option Exercise Date, AstraZeneca FWB may participate in any such claim, suit or proceeding with counsel of its choice [***]; provided that Mereo shall retain the right to control such claim, suit or proceedingat its sole cost and expense. If Mereo exercises AzurRx fails to initiate and maintain the Optiondefense of, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to in which AzurRx is named as a defendant, within such time periods so that FWB is not prejudiced by any delays, FWB may conduct and control the Option Patents from defense of any such claim, suit or proceeding at FWB’s sole cost and including expense. Where a Party controls such an action, the Option Exercise Date. AstraZeneca other Party shall, and shall cause its Affiliates to, assist and cooperate with Mereothe controlling Party, as Mereo such controlling Party may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Each Party agrees to provide AstraZeneca the other Party with copies of all material pleadings filed in such action and to allow AstraZeneca the other Party reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect recoveries awarded to the omitted portions. damages, or awards, including royalties incurred or awarded a Party in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be [***]applied first to reimburse such Party for its reasonable out-of-pocket costs of defending such claim, suit or proceedings, with the balance of any such recoveries being shared equally (50%/50%) by the Parties (subject however to any indemnity claim by AzurRx under Section 12.1). For clarityThe Party entitled to control the defense of a claim, suit or proceeding under this Section 9.4 shall have the right to settle such claim, suit or proceeding; provided that neither Party shall have the right to settle any claim, suit or proceeding under this Section 9.4 in a manner that has a material adverse effect on the rights or interest of the other Party or in a manner that imposes any costs or liability on or involves any admission by, the other Party, without the express written consent of such other Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything contained herein to the contrary, if Mereo is required to make any payment to AzurRx defends itself against a Third Party Infringement Claim for which it is entitled to settle be indemnified by FWB under Section 12.1, AzurRx shall be entitled to deduct from milestone payments payable to FWB under Section 6.3 or royalties payable to FWB under Section 6.4 the amount of Losses incurred by AzurRx, its Affiliate or Sublicensees in connection with such Third Party Infringement Claim, Claim to the extent such Losses are reasonably allocable to the Third Party Payment shall be a Third Party Payment Claim for the purposes of which FWB is obligated to indemnify AzurRx or such Affiliate or Sublicensee under Section 8.5.3(c)12.1.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Licensed Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party against Everest or any of its Affiliates or Sublicensees alleging infringement by Mereo Everest or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. defense or counterclaim in connection with an a Product Infringement action initiated pursuant to this Section 9.410.4(b) (Enforcement of Assigned Patents and Joint Patents), the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo subject to ARTICLE 14 (Indemnification; Liability): (a) Everest shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of MereoEverest’s choice. Prior to the Option Exercise Date, AstraZeneca ; (b) Sxxxx may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Everest shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca ; (c) Sxxxx shall, and shall cause its Affiliates to, assist and cooperate co-operate with MereoEverest, as Mereo Everest may reasonably request from time to time, in connection with its activities set forth in this Section 9.410.5 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Everest shall reimburse AstraZeneca Sxxxx for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo ; (d) Everest shall keep AstraZeneca Sxxxx reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo ; (e) Everest agrees to provide AstraZeneca Sxxxx with copies of all material pleadings filed in such action and to allow AstraZeneca Sxxxx reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted Claims; and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. (f) any damages, or awards, including royalties royalties, incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 10.5 (Infringement Claims by Third Parties) shall be [***]. For clarity, if Mereo is required borne by Everest subject to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(cARTICLE 14 (Indemnification; Liability).

Infringement Claims by Third Parties. If the Exploitation Development or Commercialization of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, in any claim, suit or proceeding by a Third Party alleging infringement by Mereo against Licensee or any of its Affiliates or its or their Sublicensees, Sublicensees alleging infringement (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated by Licensee or any of its Affiliates pursuant to this Section 9.46.3.2, the Party first becoming aware of such alleged infringement Licensee shall promptly notify the other Party Licensor thereof in writing. As Except as provided in Section 9.3.2, as between the Parties, Mereo Licensor shall be responsible for defending have the first right to defend against any such claim, suit or proceeding [***]at its sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the defense of Mereo’s choiceany such claim, suit or proceeding with respect to a Licensed Patent, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by Licensor and MedImmune in writing; provided that Licensee shall respond to any request to use an AstraZeneca Product Reference in connection with any such defense within ten (10) days of receipt of such request. Prior to the Option Exercise Date, AstraZeneca Licensee and MedImmune may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensor shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca Licensee shall, and as necessary shall cause its Affiliates to, assist and cooperate with MereoLicensor, as Mereo Licensor may reasonably request from time to time, in connection with its activities set forth in this Section 9.46.4, including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Mereo Licensor shall reimburse AstraZeneca Licensee for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensor shall keep AstraZeneca Licensee reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Licensor agrees to provide AstraZeneca Licensee with copies of all material pleadings filed in such action and to allow AstraZeneca Licensee reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended by Licensor under this Section 9.4 6.4 shall be [***]borne by Licensor. For clarityIf Licensor or its designee does not take commercially reasonable steps to defend against such claim, if Mereo is required to make any payment to a suit or proceeding within ninety (90) days following the date upon which Licensor first receives notice or otherwise learns of such Third Party to settle Infringement Claim or, provided such date occurs after Licensor receives notice or otherwise learns of such Third Party Infringement Claim, ten (10) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Licensor shall so notify Licensee and (b) Licensee may defend against such Third Party Payment Infringement Claim at its sole cost and expense. For clarity, except as provided in Section 9.3.2, as between the Parties, Licensee and its Affiliates shall be a Third Party Payment for have and retain the purposes right to defend against any claim, suit or proceeding brought against Licensee or any of Section 8.5.3(c)its Affiliates.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery Construct or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo Genentech (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement Genentech shall promptly notify the other Party BicycleTx thereof in writing. As between Genentech shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding [***]at its own expense, using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca BicycleTx may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo at its own expense. Without limitation of the foregoing, if Genentech finds it necessary or desirable to join BicycleTx as a party to any such action, BicycleTx shall, at Genentech’s expense, execute all papers and perform such acts as shall retain the right to control such claim, suit or proceedingbe reasonably required. If Mereo exercises Genentech elects (in a written communication submitted to BicycleTx within a reasonable amount of time after notice of the Optionalleged patent infringement) not to defend or control the defense of, AstraZeneca shall have no right participate in or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that BicycleTx is not prejudiced by any delays, BicycleTx may conduct and control the defense of any such claim, suit, or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo agrees Any recoveries by Genentech of any sanctions awarded to provide AstraZeneca with copies of all material pleadings filed in such action Genentech and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim against a party asserting a claim being defended under this Section 9.4 9.6 shall be applied first to reimburse each Party for its reasonable out-of-pocket costs of defending or participating in such claim, suit, or proceedings, on a pro rata basis. The balance of any such recoveries shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Product the Licensed Viruses or the Licensed Products in the Field in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement of a Third Party Patent Right that Covers the Licensed Virus or the Licensed Product (not including any modification or improvement made by Mereo Newsoara to the Licensed Virus or the Licensed Product provided by Genelux) by Newsoara or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”)distributors or customers, including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.46.3.2 (Enforcement of Patents) (a “Third Party Infringement Claim”), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Newsoara shall be responsible for defending have the first right to defend against any such claimThird Party Infringement Claim, suit or proceeding using counsel of Newsoara’s choice, and the Parties shall share [***]] all reasonable costs and expenses (including any damages, using counsel awards, royalties, settlement amounts and other liabilities) incurred by Newsoara or any of Mereo’s choiceits Affiliates or its or their Sublicensees, distributors or customers in connection with such Third Party Infringement Claim. Prior to the Option Exercise Date, AstraZeneca Genelux may participate in any such claim, suit or proceeding with counsel of its choice choice, and all reasonable costs and expenses incurred by Genelux or its Affiliates in connection therewith shall be shared [***]; provided that Mereo Newsoara shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca Genelux shall, and shall cause its Affiliates to, assist and cooperate with MereoNewsoara, as Mereo Newsoara may reasonably request from time to time, in connection with its activities set forth in this Section 9.46.4 (Infringement Claims by Third Parties), including including, where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence evidence, and making its employees available at reasonable business hours; provided that Mereo , and the reasonable costs and expenses incurred by Genelux or its Affiliate in connection with such assistance and cooperation shall reimburse AstraZeneca for be shared [***] costs and expenses incurred in connection therewith]. Mereo Newsoara shall keep AstraZeneca Genelux reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Newsoara agrees to provide AstraZeneca Genelux with copies of all material pleadings filed in such action and to allow AstraZeneca consider in good faith and not unreasonably refuse to incorporate into its pleadings any timely and reasonable opportunity comments from Genelux with respect thereto. If Newsoara or its designee does not take commercially reasonable steps to participate in the defense of the claims. Any defend against such claim, suit or proceeding within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 shall be ([***]) days following the first notice provided above with respect to such Third Party Infringement Claim or, provided such date occurs after the first such notice of such Third Party Infringement Claim is provided, [***] ([***]) Business Days before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) Newsoara shall so notify Genelux and (b) Genelux may defend at its discretion against such Third Party Infringement Claim at its sole cost and expense, in which case Newsoara shall cooperate with and provide all reasonable assistance to Genelux in connection with such defense action. For clarity, if Mereo Third Party Infringement Claim does not include claims for Infringement of Third Party Patent Rights due to (a) any modification or improvement made by Newsoara to the Licensed Virus or Licensed Product provided by Genelux; or (b) any Derived Product, and in each case of (a) and (b), Newsoara shall be solely responsible for the defense of such claims at its own cost and expense. If either Party becomes aware that the Exploitation of the Licensed Viruses or the Licensed Products or Derived Molecules or Derived Product by such Party results in, or is required reasonably expected to make result in, any payment to claim, suit or proceeding by a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be alleging infringement of a Third Party Payment for Patent Right that is reasonably expected to materially and adversely affect the purposes Exploitation of Section 8.5.3(c)the Licensed Virus or the Licensed Product or Derived Molecules or Derived Product by the other Party, such Party shall promptly notify the other Party thereof.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Licensed Compound or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Harpoon thereof in writing. As between Subject to Section 11.2, AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding [***]at its own expense, using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Harpoon may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided at its own expense. The assumption of the defense of a claim that Mereo may be subject to Section 11.2 by either AbbVie or Harpoon shall retain the right not be construed as an acknowledgment that Harpoon is liable to control indemnify any AbbVie Indemnitee in respect of such indemnity claim, suit nor shall it constitute a waiver by Harpoon of any defenses it may assert against an AbbVie Indemnitee’s claim for indemnification. Without limitation of the foregoing, if AbbVie finds it necessary or proceedingdesirable to join Harpoon as a party to any such action, Harpoon shall, at AbbVie’s expense, execute all papers and perform such acts as shall be reasonably required. If Mereo exercises AbbVie elects (in a written communication submitted to Harpoon within a reasonable amount of time after notice of the Optionalleged patent infringement) not to defend or control the defense of, AstraZeneca shall have no right participate in or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Harpoon is not prejudiced by any delays, Harpoon may conduct and control the defense of any such claim, suit, or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 7.4 shall be [***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Mereo Insmed or any of its Affiliates or its or their Sublicensees, Sublicensees (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.48.3, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Insmed shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of Mereo’s its choice. Prior to the Option Exercise Date, AstraZeneca may shall participate as necessary in any such claim, suit or proceeding with at Insmed’s sole cost and expense unless AstraZeneca decides to engage a counsel of its choice [***]own, other than the counsel engaged by Insmed, at AstraZeneca’s sole cost and expense; provided that Mereo Insmed shall retain the right to control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with MereoInsmed, as Mereo Insmed may reasonably request from time to time, in connection with its activities set forth in this Section 9.48.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo Insmed shall reimburse AstraZeneca for [***] its reasonable and verifiable actual, out-of-pocket costs and expenses incurred in connection therewith. Mereo Insmed shall keep AstraZeneca reasonably informed of all material developments in connection with any such claim, suit or proceeding. Mereo Insmed agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 8.4 shall be [***]. For claritybe, if Mereo is required subject to make any payment to a Third Party to settle such Third Party Infringement ClaimSection 7.4.2, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)borne by Insmed.

Infringement Claims by Third Parties. If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement Infringement by Mereo Licensee or any of its Affiliates or its or their Sublicensees, distributors or customers (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4Clause 6.4 (Infringement Claims by Third Parties), the Party first becoming aware of such alleged infringement Infringement shall promptly notify the other Party thereof in writing. As between the Parties, Mereo Licensee shall be responsible for defending any such claim, suit or proceeding [***]at its sole cost and expense, using counsel of Mereo’s Licensee's choice. Prior to the Option Exercise Date, AstraZeneca ArQule may participate in any such claim, suit or proceeding with counsel of its choice [***]at its sole cost and expense; provided that Mereo Licensee shall retain the right to control Control such claim, suit or proceeding. If Mereo exercises the Option, AstraZeneca shall have no right participate in any such claim, suit or proceeding relating to the Option Patents from and including the Option Exercise Date. AstraZeneca ArQule shall, and shall cause its Affiliates to, assist Assist and cooperate co-operate with MereoLicensee, as Mereo Licensee may reasonably request from time to time, in connection with its activities set forth in this Section 9.4Clause 6.4 (Infringement Claims by Third Parties), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided provided, further, that Mereo Licensee shall reimburse AstraZeneca ArQule for [***] its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Mereo Licensee shall keep AstraZeneca ArQule reasonably informed of all material developments Developments in connection with any such claim, suit or proceeding. Mereo Licensee agrees to provide AstraZeneca ArQule with copies of all material pleadings filed in such action and to allow AstraZeneca ArQule reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 Clause 6.4 (Infringement Claims by Third Parties) shall be [borne by Licensee, subject to Clause 5.4(d) (Reductions) in the case of royalties. Notwithstanding the above, Licensee shall not enter into any settlement of any such claim without the prior written consent of ArQule if such settlement would require ArQule to be subject to an injunction or to make any monetary payment to Licensee or any Third Party, or admit any wrongful conduct by ArQule or its Affiliates, or would limit or restrict the claims of or admit any invalidity and/or unenforceability of any of the Patents Controlled by ArQule. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. ***]. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c)Triple asterisks denote omissions.

Infringement Claims by Third Parties. If the Exploitation manufacture, sale, or use of a Discovery T-Cell Receptor Construct or Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to may result in, any claim, suit suit, or proceeding by a Third Party alleging patent infringement by Mereo AbbVie (or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to this Section 9.4, the Party first becoming aware of such alleged infringement AbbVie shall promptly notify the other Party Licensor thereof in writing. As between AbbVie shall have the Partiesfirst right, Mereo shall be responsible for defending but not the obligation, to defend and control the defense of any such claim, suit suit, or proceeding [***]at its own expense, using counsel of Mereo’s its own choice. Prior to the Option Exercise Date, AstraZeneca Licensor may participate in any such claim, suit suit, or proceeding with counsel of its choice [***]; provided that Mereo at its own expense. Without limitation of the foregoing, if AbbVie finds it necessary or desirable to join Licensor as a party to any such action, Licensor shall, at AbbVie’s expense, execute all papers and perform such acts as shall retain the right to control such claim, suit or proceedingbe reasonably required. If Mereo exercises AbbVie elects (in a written communication submitted to Licensor within a reasonable amount of time after notice of the Optionalleged patent infringement) not to defend or control the defense of, AstraZeneca shall have no right participate in or otherwise fails to initiate and maintain the defense of, any such claim, suit suit, or proceeding, within such time periods so that Licensor is not prejudiced by any delays, Licensor may conduct and control the defense of any such claim, suit, or proceeding relating to the Option Patents from and including the Option Exercise Dateat its own expense. AstraZeneca shall, and shall cause its Affiliates to, assist and cooperate with Mereo, as Mereo may reasonably request from time to time, in connection with its activities set forth in this Section 9.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Mereo shall reimburse AstraZeneca for [***] costs and expenses incurred in connection therewith. Mereo Each Party shall keep AstraZeneca the other Party reasonably informed of all material developments in connection with any such claim, suit suit, or proceeding. Mereo agrees to provide AstraZeneca with copies of all material pleadings filed in such action and to allow AstraZeneca reasonable opportunity to participate in the defense of the claims. Any [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 9.4 8.4 shall be [***]] [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. For clarity, if Mereo is required to make any payment to a Third Party to settle such Third Party Infringement Claim, such Third Party Payment shall be a Third Party Payment for the purposes of Section 8.5.3(c).EXECUTION VERSION