Common use of Infringement Clause in Contracts

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.

Infringement. Subject In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to Sections 7.4.4 and 7.4.5a court or other governmental agency of competent jurisdiction that the Manufacture, Alnylam storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintainpromptly, at its expenseown expense and option, an appropriate suit anywhere either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the world against preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party who at commences any time proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is suspected not directly and principally attributable to activities conducted by Purchaser outside the scope of infringing or using without proper authorization all or any portion the rights granted to Purchaser in Section 3.1 of UBC Controlled IPthe LCA, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam Purchaser shall have the right to recover [**] times its legal costs specifically relating immediately terminate this Agreement pursuant to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from AlnylamSection 6.2(a) and, from any amounts obtained from to the extent not already performed, Supplier shall perform a Third Party Technology Transfer as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained set forth in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.6.3(c) upon Genocea’s request,

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall within In the Field event that either party becomes aware of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at actual or suspected infringement of any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur Licensed Patent by a third party as a result of cooperating with such actionthe manufacture, sale, distribution, offer for sale or use of any Product in any business channel and territory covered by Article II, paragraph 1 of this Agreement, it shall promptly notify the other party in writing. Alnylam AVON shall have the right sole initial right, in its sole discretion, to recover bring THE SYMBOL [***] times its legal costs specifically relating IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. and prosecute suit against such third party, and OMP shall cooperate, at AVON’s sole expense, in any such suit. Except to the extent provided for herein, all expenses of such infringement suit shall be borne by, and any recovery obtained or awarded shall belong to, AVON. After AVON has recovered all of its attorneys’ fees, court costs that AlCana and damages for infringing sales made by such third party (calculated using the royalty rate set forth in Article III herein), AVON shall pay to OMP out of such remaining, if any, recovery or UBC incur during such suit for which they have received reimbursement from Alnylamaward, from any amounts obtained from a Third Party all of OMP’s damages as a result of the infringement by such third party. Notwithstanding the foregoing, AVON shall not be required to pay to OMP any amount above such remaining, if any, recovery or award. In the event that AVON elects not to bring suit against such third party within three (3) months after learning of the actual or suspected infringement, and diligently prosecute such suit thereafter, OMP may, at OMP’s sole expense, and with AVON’s reasonable approval, bring suit against such third party and join AVON as a co-plaintiff. AVON agrees to cooperate with OMP in the prosecution of such suit at no cost or expense to AVON. OMP shall bear the full cost and expense of such suit, including without limitationenforcing and defending the Licensed Patents, any costs that AlCana or UBC incur during and shall be entitled to retain recovery from such suit, provided that, after OMP has recovered all of its attorney’s fees and court costs, OMP shall first pay to AVON all the royalties due for sales of the infringing products at the royalty rate set forth in Article III herein. OMP shall not settle such suit for which they have received reimbursement from Alnylamin any way that shall affect the rights of AVON or the scope, validity or any other aspect of the Licensed Patents. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives THE SYMBOL [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patentsIS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Infringement. Subject 17.1 If LICENSEE becomes aware of an infringement or has reasonable cause to Sections 7.4.4 believe that there has been an infringement of any LICENSED PATENT, LICENSEE shall notify LICENSOR in writing concerning LICENSEE’S knowledge of any infringement or of the reasonable cause for belief of infringement. Such notice should include: an analysis of how the claims of any LICENSED PATENT read-on the allegedly infringing articles; the identity of the alleged infringers; a statement as to whether the alleged infringers are making, using, or selling the allegedly infringing articles; a statement describing the extent of the alleged infringement; and 7.4.5, Alnylam shall within a statement which describes and quantifies the Field of Use have harm being suffered by the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur LICENSEE as a result of cooperating with the alleged infringement. If such actionnotice and information are furnished, LICENSOR may volunteer its opinion as to whether reasonable cause exists to believe that there has been an infringement. Alnylam shall have LICENSEE is authorized under the right provisions of Chapter 29 of Title 35, United States Code, or other statutes, (a) to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useits own name, at its own expense, if Alnylam elects not and on its own behalf, for infringement of the LICENSED PATENT, and (b) in any such suit, to commence enjoin infringement and to collect for its use, damages, profits and awards of whatever nature, recoverable from such infringement, subject to payment of royalties due to JOINT OWNERS, and further, (c) to settle any claim or suit for infringement of the LICENSED PATENT, as by granting a sublicense under this Section within [**] days AGREEMENT. With respect to the royalties due to JOINT OWNERS from LICENSEE’S successful infringement action, the parties agree to enter into good faith negotiations to arrive at the appropriate amount of notice of such alleged infringement from UBC or AlCanaroyalties due to JOINT OWNERS. If AlCana or UBC elects The authority to bring suit is subject to the continuing right of the United States to bring suit itself or to intervene in accordance with this SectionLICENSEE’S suit; and, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit in either event, LICENSEE shall have the right to recover [**] times its legal costs specifically relating to such infringement suit give LICENSOR reasonable notice and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionassistance.

Infringement. Subject to Sections 7.4.4 and 7.4.5If a third party claims that a [***] or any other material [***] developed by Supplier hereunder, Alnylam shall within the Field of Use have the exclusive rightinfringes its patent, but not the obligationcopyright, to initiate and maintaintrade xxxx, at its expensetrade secret, an appropriate suit industrial design, topographies or other Intellectual Property rights anywhere in the world world, Supplier shall and does hereby indemnify and hold JDSU harmless from and against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, claims and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam other amounts incurred by JDSU in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating connection with such action. Alnylam shall have the right to recover [**] times its third party claim, including without limitation any monetary relief awarded against JDSU by a court or other judicial, legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamarbitral process, from any amounts obtained from authority or jurisdiction, or a Third Party final settlement amount, if any, as a result of such suitthird party claim and Supplier shall also, including without limitationat Supplier’s cost, any costs that AlCana or UBC incur defend JDSU against the third party claim, during such suit for which they have received reimbursement from Alnylamdefense, JDSU may be independently represented, at Supplier’s cost, by counsel of JDSU’s selection. Any amounts obtained in excess JDSU shall promptly notify Supplier of such amount for claim and, at Supplier’s cost, cooperate in the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), defense and AlCana and UBC each receive [**] percent ([**]%)all related negotiations. In addition to the event that damages are awarded for the infringement of multiple patentsother obligations set out in this Section, some of which are UBC Controlled IP Supplier shall continue to supply Products and some of which are not, the Parties shall agree on a use its commercially reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useefforts, at its own expensecost, if Alnylam elects to procure for JDSU and its customers the right to continue using, importing, exporting and selling the Product; or with the consent of JDSU, replace the same with a comparable non-infringing Product or modify the Product so as to avoid the infringement. Where Supplier has not been able to commence suit successfully implement either of these options within ninety (90) days of Supplier first learning of the claim, JDSU may [***] immediately by written notice to Supplier, terminate this Agreement and may *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 14 [***] pursuant to this Agreement. Notwithstanding the foregoing, except for Improvements or New Technology solely created by Supplier hereunder, Supplier shall have no obligation to JDSU under this Section within [**] days of notice of such alleged infringement from UBC 13.2 where the claims relate solely to JDSU’s Property, JDSU Product designs provided to Supplier or AlCana. If AlCana or UBC elects material provided by JDSU to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionSupplier.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall 11.1 In the event that there is infringement within the Field by a third party of Use any patent licensed to JJMI hereunder, JJMI shall notify SHP in writing to that effect, including with such written notice, evidence establishing a prima facia case of infringement by such third party. During the one hundred twenty (120) day period after notice to SHP by JJMI, SHP will have the exclusive right, but not the obligation to bring suit against the alleged infringer. SHP shall bear the expenses of any suit brought by it, shall retain all damages or other monies awarded or received in settlement of such suit. JJMI will cooperate with SHP in any such suit and shall have the right to consult with SHP and be represented by its own counsel at its own expense. If, after the expiration of said one hundred twenty (120) days from the date of such notice, SHP has not brought suit against a third party infringer, then JJMI shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to initiate bring suit against such infringer and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected join SHP as a party plaintiff provided that JJMI shall bear all expenses of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightsuit. Subject to Section 7.4.4, AlCana and UBC agree to SHP will cooperate with Alnylam JJMI in such action, any suit for infringement of the Licensed Patent brought by JJMI against a third party and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating consult with JJMI and to participate in and be represented by independent counsel in such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit litigation at its own expense. The Party bringing the suit JJMI shall have the right incur no liability to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party SHP as a result consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding SHP's patent(s) invalid or unenforceable. Damages awarded or received in settlement shall be paid to JJMI in satisfaction of all expenses of such suit, including without limitation, ; any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will remainder shall be divided between the Parties such that the Party bringing the suit receives [**] shared fifty percent ([**]50%), ) to JJMI and the other two Parties will each receive [**] fifty percent ([**]50%). All Parties agree ) to be bound by the outcome of a suit for infringement under this SectionSHP.

Infringement. Subject to Sections 7.4.4 (a) The Vendor agrees that it shall defend, indemnify and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usehold harmless, at its own expense, if Alnylam elects not to commence suit all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Section within [**] days of notice of such Contract (collectively, "Intellectual Property Rights"), covering, or alleged infringement from UBC to cover, the Products or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expenseany component thereof. The Party bringing the suit Vendor agrees that it shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitpay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any costs suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such infringement or violation, provided that the Owner shall cooperate in all reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other Parties incur during in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against the Vendor, the party claiming such suit indemnification shall give written notice (a "Claim Notice") to the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects, (i) to defend such other Parties have received reimbursement from lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the Party bringing same, at the suitVendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner in which event such written consent of the Owner shall not be required. Any amounts obtained in excess If the Vendor fails to assume the defense of such amount Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Owner against which such Claim has been asserted will (upon delivering notice to such effect to the Vendor) have the right to undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the infringement account and risk of UBC Controlled IP the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be divided between the Parties such that the Party bringing the suit receives [**] percent liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment ([**]%subject to any right of appeal), and the other two Parties will each receive [**] percent ([**]%). All Parties agree Vendor agrees to be bound indemnify and hold harmless the Owner from and against any Losses by the outcome reason of a suit for infringement under this Sectionsuch settlement or judgment.

Infringement. Subject to Sections 7.4.4 pHoenix shall undertake at pHoenix's own expense the defense of any suit or action for infringement of pHoenix's patents or technology brought against RAICHEM, which suit or action results from the sale of any PRODUCTs, provided that RAICHEM shall have promptly advised pHoenix in writing of each notice or claim of infringement received by RAICHEM and 7.4.5, Alnylam of the commencement of the suit or action. pHoenix shall within hold RAICHEM harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. pHoenix shall have sole charge and direction of the Field defense of Use have the exclusive rightany such suit or action and of all negotiations for such settlement, but shall use commercial reasonableness and shall consult with RAICHEM with regard to the defense or settlement of any such suit or action. RAICHEM shall be obligated to render all reasonable assistance which may be required by pHoenix at pHoenix's expense. RAICHEM may retain counsel of its own selection and at its own expense to advise and consult with pHoenix's counsel. pHoenix may not settle any suit or action without the obligationconsent of RAICHEM, if by such settlement RAICHEM is obligated to make any monetary payment, to initiate and maintainpart with any property or interest therein, at its expenseto assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by pHoenix are found to be infringing on a third-party patent, an appropriate suit anywhere pHoenix will negotiate in good faith with the world against any Third Party who at any time third party to obtain a license to use the third party's technology and, if pHoenix fails to obtain such a license, or if pHoenix is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IPsubject to a permanent injunction, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam then RAICHEM shall have the right to recover [**] times its legal costs specifically relating either terminate this Agreement by giving written notice of termination to pHoenix, and return for full credit all inventory on hand, or negotiate with the infringed party for such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, a license. pHoenix's indemnification resulting from any amounts obtained from infringement on third party patent shall exclude RAICHEM's costs involved in negotiation with any infringed party for such a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionlicense.

Infringement. Subject LIFECOMM will defend at its own expense any action against AMAC brought by a third party to Sections 7.4.4 the extent that the action is based upon a claim that the Device or any other component of the AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and 7.4.5LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, Alnylam that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall within the Field of Use have the exclusive right, but not the obligationin its own behalf, to initiate adjust, settle, defend or otherwise dispose of such claim, and maintainLIFECOMM shall indemnify AMAC and its directors, officers, and employees against any costs and damages (including reasonable attorneys' fees) incurred with respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to become, the subject of an infringement claim, LIFECOMM may, at its option and expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action either (i) procure for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have AMAC the right to recover [continue exercising the rights licensed to AMAC in this Agreement; or (ii) replace or modify the Device or other component of the AMAC Bundle, as applicable, so that it becomes non-infringing and remains functionally equivalent. This subsection states LIFECOMM’s entire liability and AMAC’s sole and exclusive remedy for infringement claims and actions. **] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit * denotes language for which they American Medical Alert Corp. will request confidential treatment pursuant to the rules and regulations of the Securities Act of 1933, as amended. Confidential portions portions have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP been omitted and will be divided between filed separately with the Parties such that Alnylam receives [**] percent ([**]%), Securities and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this SectionExchange Commission.

Infringement. Subject to Sections 7.4.4 RAICHEM shall undertake at RAICHEM's own expense the defense of any suit or action for infringement of RAICHEM's United States patents brought against XXXXXX in the United States, which suit or action results from the sale of any PRODUCTs, provided that XXXXXX shall have promptly advised RAICHEM in writing of each notice or claim of infringement received by XXXXXX and 7.4.5, Alnylam of the commencement of the suit or action. RAICHEM shall within hold XXXXXX harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. RAICHEM shall have sole charge and direction of the Field defense of Use have the exclusive rightany such suit or action and of all negotiations for such settlement, but shall use commercial reasonableness and shall consult with XXXXXX with regard to the defense or settlement of any such suit or action. XXXXXX shall be obligated to render all reasonable assistance which may be required by RAICHEM at RAICHEM's expense. XXXXXX may retain counsel of its own selection and at its own expense to advise and consult with RAICHEM's counsel. RAICHEM may not settle any suit or action without the obligationconsent of XXXXXX, if by such settlement XXXXXX is obligated to make any monetary payment, to initiate and maintainpart with any property or interest therein, at its expenseto assume any obligation or to be subject to any injunction. The parties agree that if the PRODUCTs supplied by RAICHEM are found to be infringing on a third-party patent, an appropriate suit anywhere RAICHEM will negotiate in good faith with the world against any Third Party who at any time third party to obtain a license to use the third party's technology and, if RAICHEM fails to obtain such a license, or if RAICHEM is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IPsubject to a permanent injunction, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam then XXXXXX shall have the right to recover [**] times its legal costs specifically relating either terminate this Agreement by giving written notice of termination to RAICHEM, and return for full credit all inventory on hand, or negotiate with the infringed party for such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, a license. RAICHEM's indemnification resulting from any amounts obtained from infringement on third party patent shall exclude XXXXXX'x costs involved in negotiation with any infringed party for such a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionlicense.

Infringement. Subject In the event that it is reasonably likely that a claim will be successfully brought by a Third Party to Sections 7.4.4 and 7.4.5a court or other governmental agency of competent jurisdiction that the Manufacture, Alnylam storage, importation, sale, offer for sale or use of the Licensed Adjuvant infringes any patent or other proprietary right of any Third Party, Supplier shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintainpromptly, at its expenseown expense and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. option, an appropriate suit anywhere either: a) procure for Purchaser the right to continue the storage, importation, sale, offer for sale or use of such Licensed Adjuvant; b) replace the relevant Licensed Adjuvant with non-infringing Licensed Adjuvants of equivalent function and performance; or c) modify such Licensed Adjuvants so that they become non-infringing without detracting from function or performance. If the Parties disagree on whether the occurrence and/or success of a claim described in the world against preceding sentence is reasonably likely, the Parties will engage mutually agreeable patent counsel to deliver a final determination as to the reasonable likelihood of such a successful claim, and the Parties will split the costs related to such counsel equally. Any action taken by Supplier under clause (a), (b) or (c) of the first sentence of this Section 5.5 must not result in any change to the Adjuvant Specifications and if Supplier cannot take necessary action under such clauses within ninety (90) days of the date of the infringement claim, Purchaser shall be relieved of its obligation to order its purchase requirements of Licensed Adjuvants from Supplier as set forth in Section 2.7 and Purchaser may request (and upon such request, Supplier will grant) a Technology Transfer pursuant to Section 6.3(c). Supplier’s obligations hereunder shall not apply to any infringement claim arising directly and principally attributable from activities conducted by Purchaser in a manner inconsistent with Purchaser’s rights under this Agreement and/or the LCA. Notwithstanding anything to the contrary in this Agreement or Section 5.4, in the event that Section 6.11 of the LCA (including without limitation Section 6.11.1) is applicable to an infringement claim hereunder, the terms of such Section 6.11 shall apply, as applicable, to such claim; provided, however that, in addition to all rights of Purchaser under Section 6.11 of the LCA, in the event that any Third Party who at commences any time proceeding against Purchaser, Supplier and/or any Sublicensee related to the Isconova Technology which results in the enjoinment of the research, development, commercialization and/or sale of a Licensed Product and (ii) the underlying claim of such proceeding in clause (i) is suspected not directly and principally attributable to activities conducted by Purchaser outside the scope of infringing or using without proper authorization all or any portion the rights granted to Purchaser in Section 3.1 of UBC Controlled IPthe LCA, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam Purchaser shall have the right to recover [**] times its legal costs specifically relating immediately terminate this Agreement pursuant to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from AlnylamSection 6.2(a) and, from any amounts obtained from to the extent not already performed, Supplier shall perform a Third Party Technology Transfer as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained set forth in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.6.3(c) upon Genocea’s request,

Infringement. Subject to Sections 7.4.4 (a) ECC and 7.4.5, Alnylam shall Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, and if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) have the exclusive right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the right, but not the obligation, to initiate bring suit to enjoin such infringement and maintainto recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right at its expensesole cost, to take whatever action it deems appropriate in its own name against an appropriate suit anywhere in alleged infringer. Additionally, ECC and its Licensor shall (i) have the world right to consult with Sublicensee prior to Sublicensee pursuing legal action against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, a potential infringer and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam thereafter shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamreceive, from time to time, full and complete information from Sublicensee concerning any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%)actions Sublicensee has taken against an alleged infringer, and AlCana and UBC each receive [**] percent ([**]%). In ii) have the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useright, at ECC's or its Licensor's, as applicable, own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound represented by the outcome of a suit for infringement under this Sectioncounsel in an advisory capacity in any legal proceedings initiated by Sublicensee.

Infringement. Subject to Sections 7.4.4 and 7.4.5, Alnylam shall 9.1 In the event that there is infringement within the Field by a third party of Use any patent licensed to JJMI hereunder, JJMI shall notify BIO-PLEXUS in writing to that effect, including with such written notice, evidence establishing a prima facie case of infringement by such third party. If, prior to the expiration of one hundred twenty (120) days from the date of such notice, BIO-PLEXUS overcomes the prima facie case of infringement, obtains a discontinuance of such infringement or brings suit against the third party infringer, then the obligation of JJMI to pay royalties under such Licensed Patent shall continue unabated. BIO-PLEXUS shall bear the expenses of any suit brought by it, shall retain all damages or other monies awarded or received in settlement of such suit. JJMI will cooperate with BIO-PLEXUS in any such suit and If, after the expiration of said one hundred twenty (120) days from the date of such notice, BIO-PLEXUS has not overcome the prima facie case of infringement, obtained a discontinuance of infringement, or brought suit against a third party infringer, then JJMI shall be relieved of all obligation to make payment of further royalties under the patent being infringed until such time as either the third party infringement has ceased or suit for infringement has been filed by BIO-PLEXUS. In addition, JJMI shall have the exclusive rightright after such one hundred twenty (120) day notice period, but not the obligation, to initiate bring suit against such infringer and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected join BIO-PLEXUS as a party plaintiff provided that JJMI shall bear all expenses of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightsuit. Subject to Section 7.4.4, AlCana and UBC agree to BIO-PLEXUS will cooperate with Alnylam JJMI in such action, any suit for infringement of the Licensed Patent brought by JJMI against a third party and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating consult with JJMI and to participate in and be represented by independent counsel in such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit litigation at its own expense. The Party bringing the suit JJMI shall have the right incur no liability to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party BIO-PLEXUS as a result consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding BIO-PLEXUS' patent invalid or unenforceable. Damages awarded or received in settlement shall be paid to JJMI in satisfaction of all expenses of such suit, including without limitation, ; any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will remainder shall be divided between the Parties such that the Party bringing the suit receives [**] shared fifty percent ([**]50%), ) to JJMI and the other two Parties will each receive [**] fifty percent ([**]50%). All Parties agree ) to be bound by the outcome of a suit for infringement under this SectionBIO-PLEXUS.

Infringement. Subject LIFECOMM will defend at its own expense any action against AMAC brought by a third party to Sections 7.4.4 the extent that the action is based upon a claim that the Device or any other component of the AMAC Bundle infringes any copyrights or U.S. patents or misappropriates any trade secrets and 7.4.5LIFECOMM will pay those costs (including litigation costs and reasonable attorneys' fees) and damages finally awarded against AMAC in any such action, Alnylam that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. LIFECOMM further agrees to indemnify AMAC against any other costs and reasonable attorneys' fees incurred by AMAC, and its directors, officers, and employees in connection with such claim or action. The foregoing obligations are conditioned on AMAC notifying LIFECOMM promptly in writing of such action, AMAC giving LIFECOMM sole control of the defense thereof and any related settlement negotiations, and AMAC cooperating and, at LIFECOMM’s reasonable request and expense, assisting in such defense; provided that a resolution of any claim that requires an admission of liability from AMAC will require AMAC’s prior written consent; and further provided that if AMAC determines that LIFECOMM has abandoned the defense of any such claim, AMAC shall within the Field of Use have the exclusive right, but not the obligationin its own behalf, to initiate adjust, settle, defend or otherwise dispose of such claim, and maintainLIFECOMM shall indemnify AMAC and its directors, officers, and employees against any costs and damages (including reasonable attorneys' fees) incurred with respect thereto. If the Device or any other component of the AMAC Bundle becomes, or in LIFECOMM’s opinion is likely to become, the subject of an infringement claim, LIFECOMM may, at its option and expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action either (i) procure for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have AMAC the right to recover [**] times its legal costs specifically relating continue exercising the rights licensed to such infringement suit and any costs that AlCana AMAC in this Agreement; or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana (ii) replace or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for modify the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation Device or other component of the damages award to UBC Controlled IP AMAC Bundle, as applicable, so that it becomes non-infringing and make the payments described above in accordance with such allocationremains functionally equivalent. Each of AlCana This subsection states LIFECOMM’s entire liability and UBC may bring suit AMAC’s sole and exclusive remedy for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit claims and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionactions.

Infringement. Subject to Sections 7.4.4 (a) ECC and 7.4.5, Alnylam shall Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, and if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) have the exclusive right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the right, but not the obligation, to initiate bring suit to enjoin such infringement and maintainto recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right, at its expensesole cost, to take whatever action it deems appropriate in its own name against an appropriate suit anywhere in alleged infringer. Additionally, ECC and its Licensor shall (i) have the world right to consult with Sublicensee prior to Sublicensee pursuing legal action against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, a potential infringer and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam thereafter shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamreceive, from time to time, full and complete information from Sublicensee concerning any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%)actions Sublicensee has taken against an allege infringer, and AlCana and UBC each receive [**] percent ([**]%). In ii) have the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useright, at ECC's or its Licensor's, as applicable, own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound represented by the outcome of a suit for infringement under this Sectioncounsel in an advisory capacity in any legal proceedings initiated by Sublicensee.

Infringement. Subject to Sections 7.4.4 (a) The Vendor agrees that it shall defend, ------------ indemnify and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usehold harmless, at its own expense, if Alnylam elects not to commence suit all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Section within [**] days of notice of such Contract (collectively, "Intellectual Property Rights"), covering, or alleged infringement from UBC to cover, the Products or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense----------------------------- any component thereof. The Party bringing the suit Vendor agrees that it shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitpay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any costs suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such infringement or violation, provided that the Owner shall cooperate in all -------- ---- reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other Parties incur during in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a ----- party entitled to indemnification hereunder against the Vendor, the party claiming such suit indemnification shall give written notice (a "Claim Notice") to ------------ the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within twenty (20) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects to: (i) defend such other Parties have received reimbursement from lawsuit or action; (ii) employ and engage attorneys of its own choice to handle and defend the Party bringing same, at the suitVendor's cost, risk and expense; and (iii) compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner in which event such written consent of the Owner shall not be required. Any amounts obtained in excess If the Vendor fails to assume the defense of such amount Claim within twenty (20) calendar days after receipt of the Claim Notice, the Owner against which such Claim has been asserted will (upon delivering notice to such effect to the Vendor) have the right to undertake, at the Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the infringement account and risk of UBC Controlled IP the Vendor. In the event the Owner assumes the defense of the Claim, the Owner will keep the Vendor reasonably informed of the progress of any such defense, compromise or settlement. The Vendor shall be divided between the Parties such that the Party bringing the suit receives [**] percent liable for any settlement of any action effected pursuant to and in accordance with this Agreement and for any final judgment ([**]%subject to any right of appeal), and the other two Parties will each receive [**] percent ([**]%). All Parties agree Vendor agrees to be bound indemnify and hold harmless the Owner from and against any Losses by the outcome reason of a suit for infringement under this Sectionsuch settlement or judgment.

Infringement. Subject 8.1 In the event that there is infringement of the PATENTS, the PARTIES shall notify each other in writing to Sections 7.4.4 that effect. During the one hundred twenty (120) day period after such notice, SSC will have the right, but not the obligation to bring suit against the alleged infringer. SSC shall bear the expenses of any suit brought by it and 7.4.5shall retain all damages or other monies awarded or received in settlement of such suit. If SSC elects to bring suit, Alnylam SSC shall have the final decision on all matters relating to litigation and any settlement discussions; provided, however, that SSC shall not enter into any settlement agreement or take any position in litigation, and shall take reasonable efforts to prevent Tyco from entering into any settlement or taking any position in litigation, that compromises or adversely impacts the rights granted to LICENSEE under this Agreement (including, but not limited to, the exclusivity granted to LICENSEE within the Field field of Use use of angiographic guidewire introducers) without LICENSEE's prior written consent. LICENSEE will use reasonable efforts to cooperate with SSC in any such suit and shall have the exclusive rightright to consult with SSC and be represented by its own counsel at its own expense. All reasonable costs incurred by LICENSEE associated with providing such cooperation to SSC will be paid by SSC. In the event either SSC or Tyco, without LICENSEE's prior written consent, enters into any settlement agreement or takes any position in litigation that eliminates the exclusivity granted to LICENSEE within the field of use of angiographic guidewire introducers, the minimum annual royalties specified in Section 5.2 hereof shall automatically be reduced by one-half. If, after the expiration of said one hundred twenty (120) days from the date of such notice, SSC has not brought suit against a third party infringer, then LICENSEE shall have the right after such one hundred twenty (120) day notice period, but not the obligation, to initiate bring suit against such infringer and maintain, at its expense, an appropriate suit anywhere join SSC as a party plaintiff provided that LICENSEE shall bear all expenses of such suit. LICENSEE shall retain all damages or other monies awarded or received in the world against any Third Party who at any time is suspected settlement of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightsuit. Subject to Section 7.4.4, AlCana and UBC agree SSC will reasonably attempt to cooperate with Alnylam LICENSEE in such action, any suit for infringement of the subject patent brought by LICENSEE against a third party and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating consult with LICENSEE and to participate in and be represented by independent counsel in such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit litigation at its own expense. The Party bringing All reasonable costs incurred by SSC associated with providing cooperation to LICENSEE shall be paid by LICENSEE. Where it is necessary for LICENSEE to have standing to file the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that SSC shall assign limited concurrent rights to the other Parties incur during such suit licensed PATENTS for which such other Parties have received reimbursement from the Party bringing terms of the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.

Infringement. Subject to Sections 7.4.4 Seller shall indemnify, defend and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate hold Buyer harmless from and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization and all or any portion of UBC Controlled IPliabilities, losses, damages, fees, costs and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitexpenses, including without limitationlimitation reasonable attorneys' fees, incurred by Buyer resulting from a third party claim, suit, action or proceeding (a "Claim") alleging that the System, or any costs Deliverable contained therein, infringes a third party U.S. patent or copyright or misappropriates any third party's trade secrets; provided that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained Buyer (i) promptly notifies Seller in excess writing of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent Claim; ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation ii) provides Seller sole control of the damages award to UBC Controlled IP defense or settlement of such Claim; and make the payments described above in accordance with such allocation(iii) provides Seller assistance at Seller's request and reasonable expense. Each of AlCana and UBC Buyer may bring suit for infringement or unauthorized use of UBC Controlled IP participate in the Field defense or settlement of Use, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit the Claim at its own expense. The Party bringing If a final injunction is obtained against Buyer for use of the suit shall have System, or any Deliverable, or if Seller reasonably believes that such injunction is likely, Seller will, at its option and its expense, either (i) procure for Buyer the right to recover [**] times its legal costs specifically relating continue using the infringing product, or (ii) modify the infringing product so that it becomes non-infringing. If in Seller's opinion either of the above is not commercially feasible, Buyer shall promptly cease selling Systems, as applicable, and Seller shall refund to such infringement suit Buyer an amount equal to the royalties paid by Buyer for the infringing Deliverable or amounts paid for the infringing units, depreciated on a five-year straight line basis, calculated backwards from the date of infringing event (i.e., payments made on the day of the infringing event would be refunded fully, and payments made five (5) years prior to the event would not be refunded at all, with a linear decrease in-between). Seller will have no liability or obligation to indemnify for any costs claim arising from (i) the combination of the System or any Deliverable with Buyer or third party materials or intellectual property, unless it is determined by a court of competent jurisdiction that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result the Deliverable is the infringing element of such suit, including without limitation, Claim; (ii) the modification or translation of the System or any costs Deliverable; (iii) any use by Buyer of the Deliverable after Buyer becomes aware that the System or Deliverable may be infringing; or (iv) any Improvements created by a party other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Sectionthan Seller.

Infringement. Subject BNY will indemnify and hold harmless Customer with respect to Sections 7.4.4 and 7.4.5any liability, Alnylam shall within damages, loss or claim incurred by or brought against Customer by reason any claim or infringement against any patent, copyright, license or other property right arising out or by reason of the Field Customer's use of Use have the exclusive Electronic Services in the form provided under this Appendix. BNY at its own expense will defend such action or claim brought against Customer to the extent that it is based on a claim that the Electronic Services in the form provided by BNY infringes any patent, copyrights, license or other property right, but provided that BNY is provided with reasonable written notice of such claim, provided that the Customer has not settled, compromised or confessed any such claim without the obligationBNY's written consent, to initiate in which event BNY shall have no liability or obligation hereunder, and maintain, at its expense, an appropriate suit anywhere provided Customer cooperates with and assists BNY in the world against any Third Party who at any time is suspected defense of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such rightclaim. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam BNY shall have the right to recover [**] times its legal costs specifically relating to control the defense of all such infringement suit claims, lawsuit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamother proceedings. If, from any amounts obtained from a Third Party as a result of such suitany claim of infringement against any patent, including without limitationcopyright, any costs license or other property right, BNY is enjoined from using the Electronic Services, or if BNY believes that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained the Electronic Services is likely to become the subject of a claim of infringement, BNY at its option may in excess of such amount its sole discretion either (a) at its expense procure the right for the infringement Customer to continue to use the Electronic Services, or (b) at its expense replace or modify the Electronic Services so as to make it non-infringing, or (c) may discontinue the license granted herein upon written notice to Customer. SCHEDULE A Part 1 Name Tax Identification Number ---- ------------------------- Part 2 Tax Name Address Signature Identification Number ---- ------- --------- --------------------- SCHEDULE I CERTIFICATE OF AUTHORIZED PERSONS (THE FUND - ORAL AND INSTRUCTIONS) The undersigned hereby certifies that he/she is the duly elected and acting ________________________ of UBC Controlled IP will be divided between ____________ (the Parties such that Alnylam receives [**] percent ([**]%"Fund"), and AlCana and UBC each receive [**] percent ([**]%). In further certifies that the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation following officers or employees of the damages award Fund have been duly authorized in conformity with the Fund's Declaration of Trust and By-Laws to UBC Controlled IP deliver Certificates and make Oral Instructions to The Bank of New York ("Custodian") pursuant to the payments described above in accordance with such allocation. Each of AlCana Custody Agreement between the Fund and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of UseCustodian dated _______________, at its own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties signatures appearing opposite their names are true and correct: Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature Name Title Signature This certificate supersedes any certificate of Authorized Persons you may currently have received reimbursement from on file. [seal] By: --------------------------- Title: Date: SCHEDULE II I, ______________, a _______________ with THE BANK OF NEW YORK do hereby designate the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound by the outcome of a suit for infringement under this Section.following publications: The Bond Buyer Depository Trust Company Notices Financial Daily Card Service JJ Kenney Municipal Bond Servxxx Xxxxxn Financial Times New York Times Standard & Poor's Called Bond Record Wall Street Journal

Infringement. Subject to Sections 7.4.4 (a) Vendor agrees that it shall defend, ------------ indemnify and 7.4.5, Alnylam shall within the Field of Use have the exclusive right, but not the obligation, to initiate and maintain, at its expense, an appropriate suit anywhere in the world against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%), and AlCana and UBC each receive [**] percent ([**]%). In the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Usehold harmless, at its own expense, if Alnylam elects not to commence suit all suits and claims against Owner, Affiliates and Related Operators, and the respective officers, directors, employees and affiliates of each of the foregoing (collectively, the "Owner Indemnified Parties"), for ------------------------- infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Section within [**] days of notice of such Contract (collectively, "Intellectual Property Rights"), ---------------------------- covering, or alleged infringement from UBC to cover, the Products or AlCanaany component thereof. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join Vendor agrees that suit at its own expense. The Party bringing the suit it shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suitpay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any costs suit or claim to which Vendor agrees, may be assessed against, or incurred by, any of the Owner Indemnified Parties on account of such infringement or violation, provided that the Owner Indemnified Parties involved shall cooperate in all reasonable respects with Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other Parties incur during in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against ----- Vendor, the party claiming such suit indemnification shall give written notice (a "Claim Notice") to Vendor as soon as practicable after the party entitled to ------------ indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Contract, provided, however, no delay on the part of the Owner Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). Vendor shall be entitled, if it so elects, (i) to defend such other lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner Indemnified Parties have received reimbursement from involved (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Party bringing Owner Indemnified Parties in which event such written consent of the suitOwner Indemnified Parties shall not be required. Any amounts obtained in excess If Vendor fails to assume the defense of such amount Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Owner Indemnified Parties against which such Claim has been asserted will (upon delivering notice to such effect to Vendor) have the right to undertake, at Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the infringement account and risk of UBC Controlled IP Vendor. In the event an Owner Indemnified Party assumes the defense of the Claim due to the Vendor's failure to assume the defense of such claim within fifteen (15) calendar days, such Owner Indemnified Party will keep Vendor reasonably informed of the progress of any such defense, compromise or settlement. Vendor shall be divided between the Parties such that the Party bringing the suit receives [**] percent liable for any settlement of any action effected pursuant to and in accordance with this Contract and for any final judgment ([**]%subject to any right of appeal), and Vendor agrees to indemnify and hold harmless the other two Owner Indemnified Parties will each receive [**] percent ([**]%). All Parties agree to be bound from and against any Losses by the outcome reason of a suit for infringement under this Sectionsuch settlement or judgment.

Infringement. Subject to Sections 7.4.4 (a) ECC and 7.4.5, Alnylam shall Sublicensee will promptly notify (within 30 days) one another of any apparent infringement of the Technology (whether or not such apparent infringement is within the Field of Use Use) or of the Trademarks which comes to their attention while the Sublicense remains in effect, and if in ECC's opinion the apparent infringement has substantial and adverse consequences, ECC shall, at its sole cost and expense, bring suit to enjoin such infringement and to recover damages therefor. In any action brought by ECC pursuant to this subparagraph, ECC shall select and control counsel for the prosecution of such suit. Sublicensee shall (i) have the exclusive right to receive, from time to time, full and complete information from ECC concerning the status of such suit, (ii) have the right, at Sublicensee's own expense, to be represented therein by counsel in an advisory capacity, and (iii) cooperate fully with ECC and provide whatever assistance is reasonably requested by ECC in connection with such suit, including the preparation and signing of documents. If ECC decides not to bring suit to enjoin an alleged infringement either because it is deemed inadvisable or DE MINIMIS, no such action will be required by ECC; however, ECC's Licensor shall, at its own cost and expense, have the right, but not the obligation, to initiate bring suit to enjoin such infringement and maintainto recover damages therefore. In the event ECC's Licensor elects to bring suit, Sublicensee's rights and obligations hereunder shall be the same as if ECC had undertaken to enjoin such infringement. In the event the action taken by ECC or its Licensor is not satisfactory to Sublicensee, then Sublicensee shall have the right, at its expensesole cost, to take whatever action it deems appropriate in its own name against an appropriate suit anywhere in alleged infringer. Additionally, ECC and its Licensor shall (1) have the world right to consult with Sublicensee prior to Sublicensee pursuing legal action against any Third Party who at any time is suspected of infringing or using without proper authorization all or any portion of UBC Controlled IP, a potential infringer and shall control any such action for which it exercises such right. Subject to Section 7.4.4, AlCana and UBC agree to cooperate with Alnylam in such action, and Alnylam shall reimburse AlCana and UBC for any reasonable costs such Parties incur as a result of cooperating with such action. Alnylam thereafter shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylamreceive, from time to time, full and complete information from Sublicensee concerning any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that Alnylam receives [**] percent ([**]%)actions Sublicensee has taken against an alleged infringer, and AlCana and UBC each receive [**] percent ([**]%). In ii) have the event that damages are awarded for the infringement of multiple patents, some of which are UBC Controlled IP and some of which are not, the Parties shall agree on a reasonable allocation of the damages award to UBC Controlled IP and make the payments described above in accordance with such allocation. Each of AlCana and UBC may bring suit for infringement or unauthorized use of UBC Controlled IP in the Field of Useright, at ECC's or its Licensor's, as applicable, own expense, if Alnylam elects not to commence suit under this Section within [**] days of notice of such alleged infringement from UBC or AlCana. If AlCana or UBC elects to bring suit in accordance with this Section, then Alnylam may thereafter join that suit at its own expense. The Party bringing the suit shall have the right to recover [**] times its legal costs specifically relating to such infringement suit and any costs that AlCana or UBC incur during such suit for which they have received reimbursement from Alnylam, from any amounts obtained from a Third Party as a result of such suit, including without limitation, any costs that the other Parties incur during such suit for which such other Parties have received reimbursement from the Party bringing the suit. Any amounts obtained in excess of such amount for the infringement of UBC Controlled IP will be divided between the Parties such that the Party bringing the suit receives [**] percent ([**]%), and the other two Parties will each receive [**] percent ([**]%). All Parties agree to be bound represented by the outcome of a suit for infringement under this Sectioncounsel in an advisory capacity in any legal proceedings initiated by Sublicensee.