Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 8.1 Subject to any limitations as may be set forth in the MD ▇▇▇▇▇▇▇▇ License Agreements and Dermin License Agreements WPD, at its expense, shall have the first right to (but shall not be obligated to) enforce any patent included within the Sublicensed Patent Rights against infringement by third parties in the Sublicensed Territories. After reimbursement of reasonable legal costs and expenses related to such recovery incurred by WPD, WPD agrees to pay MBI (a) In the event applicable royalty detailed in Section 6.1 and 6.2 above for any monetary recovery that is for sales of Sublicensed Product lost due to the infringement, and fifty percent (50%) of related punitive damages received by WPD or its affiliates; or (b) fifty percent (50%) of reasonable royalties awarded and received by WPD or its affiliates, and fifty percent (50%) of related punitive damages received by WPD or its affiliates in any monetary recovery in which the award is for reasonable royalties. 8.2 If either EC WPD or Tracr MBI becomes aware of any infringement or threatened potential infringement of the CRISPR Sublicensed Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent RightRights, such party each shall promptly notify the other party of such in writing writing. If WPD does not file suit against a potential infringer or take alternative action reasonably acceptable to MBI to end such infringement or potential infringement, within three (3) months of knowledge thereof, then, provided that effect. Tracr acknowledges thatsuch infringement is still on going, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr FieldMBI may, at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and by counsel WPD, with MBI retaining all recoveries from such enforcement. In addition, in resolution of its own choicesuch infringement, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates MBI may grant non-exclusive license rights to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation alleged infringer notwithstanding WPD’s exclusive license rights and activities under this Section 5.5(a) to ERSgranted herein. (b) If 8.3 In any suit or dispute involving an infringer, the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails Parties agree to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPReach other. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR Party shall cooperate with respect to the other including provision of documents and witnesses in the conduct of litigation against any enforcement proceedingsthird party infringement, whether they have commenced it or not. In respect of any proceedings brought by Tracr At the request and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense expense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party Party bringing the infringement actionsuit, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other Party will permit access during regular business hours, to all relevant personnel, records, papers, information, samples, specimens and CRISPR and consider the other’s and CRISPR’s inputlike in its possession. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) 9.1 LICENSEE shall give notice of any discovered third-party infringement to WSRC. WSRC shall, at its sole discretion, subject to DOE approval, take appropriate action to stop or prevent such infringement upon consultation with LICENSEE. WSRC shall also have the sole discretion to decide to take no action against the alleged infringement. In the event that either EC WSRC does not take appropriate action to stop or Tracr becomes aware of any prevent such infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Rightwithin ninety (90) days after receiving such notice, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR LICENSEE has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring take appropriate action to stop and control any such action solely with respect to such infringement in prevent the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriateinfringement, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have including the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSfile suit. (d) 9.2 In the event EC brings that LICENSEE files suit to stop infringement or defends any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, against the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent validity of the other partypatent, which LICENSEE shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangementindemnify and hold WSRC harmless against all liability, any recovery realized by a party expense and costs, including attorneys' fees incurred as a result of any such suit. 9.3 LICENSEE may, however, apply up-to-fifty (50) percent of any such incurred costs as a reduction of any royalties due and payable to WSRC under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to WSRC in accordance with Section 6 - "Records and Reports". 9.4 In the event LICENSEE secures a judgment against any third-party infringer, after accounting for and paying all of LICENSEE's costs associated with prosecution of such action or proceeding as well as paying WSRC for any reduction of royalties pursuant to this Section 5.59.3, whether by way LICENSEE shall pay WSRC its royalties as set forth hereinabove on any balance of settlement or otherwise, after reimbursement proceeds actually received and LICENSEE shall retain any such remaining balance of proceeds. 9.5 The Parties hereby agree to cooperate with each other in the prosecution of any litigation expenses such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreementactions; provided, however, that the Party in control of such action shall reimburse the other Party for any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant all costs and expenses in providing data and other information necessary to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement conduct of the parties’ litigation expenses, action. 9.6 The Party having filed such action shall be treated as Sublicensing Revenues for purposes in control of Section 3.3. (f) To such action and shall have the extent right to dispose of such action in whatever reasonable manner it determines to be the best interest of the Parties hereto, except that any infringement settlement which affects or admits issues of patent validity shall require the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect advance written approval of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECWSRC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that If either EC or Tracr party hereto becomes aware of that any infringement or threatened infringement of the CRISPR Reliant Patent Rights in the CRISPR Field are being or Tracr Field have been infringed by a Third Party of any Patent Rightthird party, such party shall promptly notify the other party hereto in writing to that effectdescribing the facts relating thereto in reasonable detail. Tracr acknowledges thatReliant shall have the initial right, but not the obligation, to the extent that it is legally permitted to do soinstitute, CRISPR has the first right to bring prosecute and control any action action, suit or proceeding (an "ACTION") with respect to such infringement of Reliant Patent Rights, including defending any CRISPR Patent Right within the CRISPR Field or the Tracr Fielddeclaratory judgment action, at its own expense and by expense, using counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of . In the CRISPR License. If the event that such infringement of the CRISPR Patent Rights relates to the Tracr Fieldany Product, Tracr SLT shall have the right if it chooses, to join the proceedings on its own accordparticipate in any such Action, at its own expense, to be represented using counsel of its choice. Any amounts recovered from third parties in any such action by counsel of its own choice, Action shall be used first to fully reimburse Reliant and SLT for their costs associated with such Action (including attorneys' and expert fees) and any remainder shall be divided equally between the parties. If Reliant does not initiate or defend any Action involving Reliant Patent Rights that involves infringement relating to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance Product within (a) 90 days after receiving notice of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (iib) […***…] 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr SLT shall have the right, but not the obligation, to initiate and control such an Action, and Reliant shall cooperate reasonably with SLT, at SLT's request, in connection with any such Action. Reliant shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented participate in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accordAction, at its own expense, to be represented in any such action by using counsel of its own choice, and to review and comment on any papers filed during . Any amounts recovered in such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) Action shall be exercisable only by EC used first to reimburse SLT and may not be extended to ERS. (d) In Reliant for the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties expenses incurred in connection with a cost-sharing arrangementsuch Action (including attorneys' and expert fees), and any recovery realized by that a party court of competent jurisdiction designates as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, lost profits shall be retained by the party that brought considered Net Sales subject to royalties hereunder and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, remainder shall be treated as Sublicensing Revenues for purposes of Section 3.3divided between the parties equally. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In 8.1 Each PARTY will promptly inform the event that either EC or Tracr becomes aware other of any infringement or threatened suspected infringement of the CRISPR Patent Rights any claims in the CRISPR Field PATENT RIGHTS or Tracr Field the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a Third Party of any Patent Rightthird party. LICENSEE has the exclusive right, such party shall promptly notify but not the other party in writing to that effect. Tracr acknowledges thatobligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the extent that it proprietary rights against such third party and is legally permitted entitled to do soretain recovery from such enforcement, CRISPR has provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the first right PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring and control any such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to infringement such infringement, then BOARD may institute an action for infringement, misuse, misappropriation, theft or breach of any CRISPR Patent Right within confidence of the CRISPR Field or the Tracr Field, proprietary rights against such third party at its own expense and retain all recoveries from such enforcement. BOARD will provide LICENSEE with written notice during such 120-day period if it intends to commence *** Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any legal action to terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the 120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, and if LICENSEE (or designee) initiates suit during such period, the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to participate in any action brought by the other PARTY hereto with counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accordchoosing, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained Nothing in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) 8 shall be exercisable only by EC and may not be extended construed to ERS. (d) In authorize BOARD to enter into any settlement that would adversely affect the event EC brings any infringement action in accordance with Section 5.5(c)LICENSED SUBJECT MATTER or LICENSEE’S rights therein, Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3LICENSEE. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 7.1 To the extent not prohibited by the Pre-Existing Agreements as defined in Section 7.3, below, LICENSEE, at its expense, shall have the first right to, but is not obligated to, enforce any patent exclusively licensed hereunder against infringement by third parties in the LICENSED FIELD and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay UTMDACC either: (a) In the event that either EC or Tracr becomes aware *** of any monetary recovery that is for lost sales due to the infringement and *** of any related enhanced, increased or threatened punitive damages; or (b) *** of any monetary recovery that is for reasonable royalties or lost profits and *** of any related enhanced, increased or punitive damages. LICENSEE must notify UTMDACC in writing of any potential infringement in the LICENSED FIELD within thirty (30) calendar days of knowledge thereof. If LICENSEE does not file suit against a substantial infringer in the LICENSED FIELD within nine (9) months of knowledge thereof, then BOARD or UTMDACC may, at its sole discretion, enforce any patent licensed hereunder on behalf of itself and LICENSEE, with UTMDACC retaining all recoveries from such enforcement, and/or reduce the license granted hereunder to non-exclusive. 7.2 In any suit or dispute involving an infringer, the parties agree to cooperate fully with each other, and, if applicable, with licensees in other fields of use. At the request and expense of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Rightparty bringing suit, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges thatwill permit access during regular business hours, to the extent that it is legally permitted to do soall relevant personnel, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Fieldrecords, at its own expense and by counsel of its own choicepapers, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Fieldinformation, Tracr shall have the right if it choosessamples, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choicespecimens, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERSlike in its possession. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. 7.3 Notwithstanding any other provision of this Article 5 herein to the contrary, EC’s LICENSEE understands that BOARD and UTMDACC have previously entered into license agreements with third parties granting licenses to the PATENT RIGHTS and/or TECHNOLOGY RIGHTS in other fields of use outside of the LICENSED FIELD (“Pre-Existing Agreements”). These Pre-Existing Agreements contain language regarding the third parties’ rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In obligations in the event EC brings any of infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheldPATENT RIGHTS. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; this ARTICLE VII conflict with these Pre-Existing Agreements, LICENSEE understands and provided, however, agrees that each party the Pre-Existing Agreements shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s inputcontrol. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In Each Party shall promptly notify the event that either EC or Tracr becomes aware other Parties in writing of any infringement actual or threatened infringement of the CRISPR Patent Rights in the CRISPR Field infringement, misappropriation or Tracr Field other violation by a Third Party of (i) during the period ending at 11:59 p.m. PST on December 31, 2012, any Licensed US Patent RightRights, such party shall promptly notify and (ii) during the other party in writing to that effect. Tracr acknowledges thatterm of this Agreement, to the extent that it is legally permitted to do soany Licensed Foreign Counterparts (collectively, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f“Third Party Infringement”) of this Agreement and Section 5.5(ewhich it becomes aware. (b) of the CRISPR License. If the infringement of Third Party Infringement is in the CRISPR Patent Rights relates to the Tracr FieldUnited States, Tracr BR shall have the sole right if it chooses, to join (but not the proceedings on its own accordobligation), at its own expense, to be represented in initiate and control any action to enforce the Licensed US Patent Rights against such Third Party Infringement and may name ▇▇▇▇ as a party plaintiff solely to the extent required to maintain standing, provided, however, BR shall reimburse ▇▇▇▇ for any costs or court damages incurred by ▇▇▇▇ as a direct result of such naming. Any recoveries resulting from an action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(asubsection (b) to ERS(including any recoveries resulting from settlement) shall be for the sole benefit of Licensor. (bc) If the infringement Third Party Infringement is outside the United States, BR shall have the initial right (but not the obligation) to initiate and control any action to enforce the Licensed Foreign Counterparts against such Third Party Infringement and may name ▇▇▇▇ as a party plaintiff solely to the extent required to maintain standing, provided, however, BR shall reimburse ▇▇▇▇ for any such costs or court damages incurred by ▇▇▇▇ as a direct result of such naming. Before commencing an action, BR and ▇▇▇▇ shall consult with each other and give consideration to the other Party’s recommendations regarding the proposed action. ▇▇▇▇ shall reimburse BR for 50% of the CRISPR Patent Rights documented out-of-pocket costs and expenses of an action under this subsection (c). Any recoveries resulting from an action under this subsection (c) (including any recoveries resulting from settlement) shall, after reimbursing BR and ▇▇▇▇ for the documented out-of-pocket costs and expenses of the action under this subsection (c), be 50% for the benefit of Licensor and 50% for the benefit of ▇▇▇▇. (d) If the Third Party Infringement is solely in outside the Tracr Field United States and BR does not in obtain agreement from the CRISPR Field, and CRISPR alleged infringer to desist or fails to bring any such initiate an infringement action or proceeding with respect to infringement in the Tracr Field within within: (i) […***…] 60 days following the receipt of notice of the alleged infringement (120 days if BR is in active negotiations with such infringer), or (ii) […***…] 30 days before the time limit, if any, set forth in the appropriate laws and regulations expiration date for the filing of such actions, whichever comes first, then Tracr ▇▇▇▇ shall have the right (but not the obligation) to bring initiate and control an action to enforce the Licensed Foreign Counterparts against such Third Party Infringement at its sole expense and may name BR as a party plaintiff solely to the extent required to maintain standing; provided, however, ▇▇▇▇ shall reimburse BR for any costs or court damages incurred by BR as a direct result of such naming. Before commencing an action, BR and ▇▇▇▇ shall consult with each other and give consideration to the other Party’s recommendations regarding the proposed action. If ▇▇▇▇ initiates an action solely under this subsection (d), Licensor shall have no further right to initiate an action under Section 6.1(c) with respect to such infringement Third Party Infringement and, during the period in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in which ▇▇▇▇ maintains such action if EC is required under this subsection (d), Licensor shall not enter into a license of the Licensed Foreign Counterparts to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expensealleged infringer. Tracr ▇▇▇▇ shall keep EC and CRISPR fully BR reasonably informed and up to date with respect to such infringement actions and of all material developments in any action instituted under this subsection (d). ▇▇▇▇ shall take into account give BR timely notice of any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in proposed settlement of any such action instituted by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities ▇▇▇▇ under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. subsection (d) In the event EC brings any infringement action in accordance with Section 5.5(c)and shall not, Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of BR, enter into any settlement that would: (i) adversely affect the other partyvalidity, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result enforceability or scope of any action of the Licensed Foreign Counterparts, (ii) give rise to liability of BR or proceeding pursuant to this Section 5.5its Affiliates, whether by way of settlement or otherwise, after reimbursement (iii) admit non-infringement of any litigation expenses of the partiesLicensed Foreign Counterparts, shall be retained by the party that brought and controlled such action for purposes of or (iv) otherwise impair BR’s rights in any Licensed Foreign Counterparts or under this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in Any recoveries resulting from an infringement action under this Section 5.5 subsection (d) (including any recoveries resulting from settlement) shall be at for the sole expense and control benefit of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input▇▇▇▇. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such A party shall promptly notify the other party parties in writing to that effectof any alleged or threatened infringement within the Field of any patent included within the Patent Rights of which such party becomes aware. Tracr acknowledges that, to COLLATERAL shall have the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to such alleged or threatened infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, (Proceeding) at its own expense and represented by counsel legal advisers of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If In the infringement of event COLLATERAL brings a Proceeding, the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR FieldLICENSOR shall co-operate fully with COLLATERAL including, and CRISPR fails to bring if required, undertaking any such action or proceeding with respect agreeing to infringement in be joined as a party to such Proceeding, the Tracr Field within reasonable costs of which shall be at COLLATERAL's expense, provided that: (i) […the LICENSOR shall retain the right to be represented by legal advisers of its own choice at its expense; ***…] following * Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the notice of alleged infringement or Commission. (ii) […***…] before COLLATERAL shall keep the time limit, if any, set forth in LICENSOR fully informed of the appropriate laws and regulations for the filing status of such actionsProceeding on a regular basis or, whichever comes firstas reasonably requested by the LICENSOR, then Tracr from time to time; and (iii) the LICENSOR shall have retain the right to bring and control become involved in any such action solely with respect negotiations, including without limitation any settlement negotiations, in which the parties to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required Proceeding may be engaged from time to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERStime. (c) Tracr In the event COLLATERAL commences a Proceeding, any recovery realised as a result of such Proceeding, after reimbursement of any and all litigation expenses and reasonable costs of COLLATERAL, shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) be treated as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights Net Revenue under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSAgreement. (d) In the event EC brings the LICENSOR notifies COLLATERAL in writing of any infringement action referred to in accordance with Section 5.5(c)Clause 6.1(a) and COLLATERAL fails to commence a Proceeding within a reasonable time of being so notified by the LICENSOR, Tracr provided that such time shall cooperate fullynot, includingin any event, if required to bring such actionexceed ninety (90) days, the furnishing LICENSOR may commence a Proceeding at its own expense and may be represented by legal advisers of its own choice. In the event the LICENSOR brings a power of attorney or being named Proceeding, COLLATERAL shall provide all reasonable assistance to the LICENSOR in relation to such Proceeding and on the terms as a party.set out in Clause 6.1 (b) as if COLLATERAL were the LICENSOR and the LICENSOR were COLLATERAL (e) Neither party In the event the LICENSOR brings a Proceeding pursuant to Clause 6.1(d), the LICENSOR shall have the right be entitled to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party realised as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3Proceeding. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 11.1 LICENSEE will notify KREATECH within twenty (20) business days of any actual or potential infringement or misappropriation by a third party of any PATENT RIGHT of which LICENSEE becomes aware. Within ninety (90) days after the date of receipt of LICENSEE’S notice, KREATECH will notify LICENSEE as to what, if any, action KREATECH intends to take with respect to such actual or potential infringement. (a) In If KREATECH elects to take any action in accordance with article 11.1 above, and if the event that either EC actual or Tracr becomes aware potential infringement or misappropriation of any PATENT RIGHT does not involve the actual or potential infringement or threatened misappropriation of any IP RIGHT/LICENSEE, then KREATECH will have exclusive control over the same and will be entitled to retain the proceeds of any judgment or settlement recovered in connection with the alleged infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field misappropriation by a Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERSthird party. (b) If KREATECH elects to refrain from taking any action, LICENSEE will have the infringement of right, upon notice to KREATECH and at LICENSEE’S expense, to proceed against the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or misappropriation and to retain the proceeds of any judgment or settlement recovered in connection therewith. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 18 of 42 KREATECH: _________ LICENSEE: _________ (iic) […***…] before If LICENSEE indicates that the time limitactual or potential infringement or misappropriation of any PATENT RIGHT also involves the actual or potential infringement or misappropriation of any IP RIGHT/LICENSEE, then KREATECH shall obtain the approval of LICENSEE in the control over and/or settlement of the same, and the Parties will determine a formula for the distribution of the proceeds of any judgment or settlement recovered in connection with the alleged infringement or misappropriation by a third party which formula shall reflect the relative participation of the Parties, and proportionate damages, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSare granted. (d) In the event EC brings any infringement action in accordance suit or dispute, the Parties will reasonably cooperate with Section 5.5(c)each other, Tracr shall cooperate fullyby permitting the other Party access to its relevant personnel, includingrecords, if required to bring papers, samples, specimens and any and all other relevant information and material, such at the expense of the Party initiating such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, must enforce any patent exclusively licensed hereunder against infringement by third parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay UTMDACC either: (a) In the event royalty detailed in Section 4.1(d) for any monetary recovery that either EC is for sales of LICENSED PRODUCTS lost due to the infringement and fifty percent (50%) of punitive damages for willful infringement; or Tracr becomes aware (b) fifty percent (50%) of reasonable royalties awarded and punitive damages for willful infringement in any recovery in which the award is for reasonable royalties. LICENSEE must notify UTMDACC in writing of any potential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to pursue an infringement enforcement action within six month of knowledge of such infringement, LICENSEE will notify UTMDACC and then BOARD or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr FieldUTMDACC may, at its own expense and by counsel of its own choicediscretion, subject after considering the commercially reasonable bases for LICENSEE’s decision not to Section 5.5(f) of this Agreement and Section 5.5(e) of pursue such infringement enforcement action, pursue the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance enforcement of any participation rights patent licensed hereunder on behalf of itself and activities under this Section 5.5(a) to ERS. (b) If LICENSEE. In such case, the infringement of the CRISPR Patent Rights is solely parties will discuss in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in good faith the appropriate laws and regulations for the filing settlement of such actions, whichever comes first, then Tracr shall have case and/or the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance appropriate distribution of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring recovery from such action, which shall depend on LICENSEE’s involvement and effect of the furnishing of a power of attorney or being named as a partyLICENSEE’s ability to commercialize the LICENSED SUBJECT MATTER. (e) Neither party shall have the right to settle 7.2 In any patent infringement litigation under this Section 5.5 without the prior written consent of the other partysuit or dispute involving an infringer, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection agree to cooperate fully with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of each other. At the parties, shall be retained by the party that brought request and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement actionsuit, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarityparty will permit access during regular business hours, except as expressly set forth in Section 5.5(f)to all relevant personnel, Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rightsrecords, papers, information, samples, specimens, and Tracr shall have no right to enforce Overlapping Patent Rights (other than the like in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rightsits possession.

Infringement by Third Parties. (a) In the event that either EC or Tracr Party becomes aware of any infringement actual or threatened suspected infringement of the CRISPR Patent Rights in the CRISPR Field C4X Patents or Tracr Field misappropriation of C4X Know-How by a Third Party of any Patent RightParty, such party Party shall promptly notify provide written notice thereof to the other party in writing to that effectParty. Tracr acknowledges thatIn the event of such actual or suspected infringement or defence of declaratory judgement actions regarding Third Party infringement or misappropriation, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) validity or enforceability of the CRISPR License. If C4X Patents, the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr following provisions in this Clause 11.3.2 shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERSapply. (b) If Company shall have the sole right to send written notices, warnings, or claims of infringement to such Third Party that may be infringing or misappropriating the C4X Patents, Company Applied Patents or C4X Know How. Company shall have the first right, but not the obligation, to institute and prosecute an action or proceeding to ▇▇▇▇▇ such infringement or misappropriation and to resolve such matter by settlement or otherwise. In the event a declaratory judgement action is brought regarding such Third-Party infringement, misappropriation, or the validity or enforceability of the CRISPR Patent Rights C4X Patents, Company shall have the right, but not the obligation to be the Controlling Party for such action, even if C4X is solely in the Tracr Field named defendant. (c) Company shall be responsible for all costs and not in the CRISPR Fieldexpenses of any action or proceeding that Company initiates and maintains C4X shall cooperate fully as may be reasonably requested by Company upon reasonable notice, including by joining as a party claimant if required to do so by Applicable Laws to maintain such action or proceeding, to collect for Company's sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such infringements, by executing and making available such documents as Company may reasonably request, and CRISPR fails by performing all other acts which are or may become necessary to bring vest in Company the right to institute any such suit, including by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding with respect to infringement from applicable Third Parties. Company shall reimburse C4X for its reasonable out-of-pocket expenses in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of providing such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERScooperation. (d) In If the event EC brings Parties obtain any infringement action damages, license fees, royalties or other compensation (including any amount received in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring settlement of such action, the furnishing of litigation) from a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties Third Party in connection with a cost-sharing arrangement, any recovery realized suit brought by a party as a result of any action or proceeding Party pursuant to this Section 5.5Clause 11.3.2, whether by way such amounts shall be allocated as follows: (i) in all cases to reimburse each Party for all expenses of settlement or otherwisesuch litigation, after reimbursement of any including reasonable attorneys' fees and disbursements, court costs and other litigation expenses of (except attorneys’ fees incurred pursuant to Clause 11.3.3) and (ii) the parties, balance shall be retained by the party that brought and controlled Company, with Company paying a Royalty on such action for purposes recovery as if such recovery were Net Sales of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3Licensed Product hereunder. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) 6.1 Licensee shall give notice of any discovered third party infringement to LMER. In the event that either EC LNIER does not take appropriate action to stop or Tracr becomes aware of any prevent such infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, within ninety (90) days after receiving such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring notice and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during diligently pursue such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have Licensee has the right to bring take appropriate action to stop and control any such action solely with respect to such infringement in prevent the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriateinfringement, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have including the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSfile suit. (d) 6.2 In the event EC brings that Licensee files suit to stop infringement or defends any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, against the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent validity of the other partypatent, which Licensee shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangementindemnify and hold LMER harmless against all liability, any recovery realized by a party expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to LMER under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to LMER in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action or proceeding as well as paying LMER for any reduction of royalties pursuant to this Section 5.5section, whether by way Licensee shall pay LMER its royalties as set forth hereinabove on any balance of settlement or otherwise, after reimbursement proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any litigation expenses such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreementactions; provided, however, that the party in control of such action shall reimburse the other party for any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant all costs and expenses in providing data and other information necessary to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement conduct of the parties’ litigation expenses, action. 6.6 The party having filed such action shall be treated as Sublicensing Revenues for purposes in control of Section 3.3. (f) To such action and shall have the extent right to dispose of such action in whatever reasonable manner it determines to be the best interest of parties hereto, except that any infringement settlement which affects or admits issues of patent validity shall require the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect advance written approval of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECLMER. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In Each Party shall notify the event that either EC or Tracr becomes aware other Party in writing promptly upon learning of any actual or alleged infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a any Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effectProduct Trademark of which they become aware. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr BMS shall have the right if it choosesfirst right, but not the obligation, to join control the proceedings on its own accordprosecution of any such infringement. If BMS does not initiate an infringement action within fourteen (14) days after learning of the infringement, at its own expensethen COLLABORATOR shall have the right, but not the obligation, to be represented in any bring such action by counsel of its own choice, and to review and comment on any papers filed during such an action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr Neither Party shall have the right to bring settle any infringement action under this Section 9.10(b) in a manner that diminishes the rights or interests of the other Party or imposes any liability on the other Party without the prior Party Written Consent of such other Party. The expenses of defense, settlement and control any such action solely with respect to such infringement judgments in the Tracr Field at its own expense and actions governed by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and this Section 9.10(b) shall request that CRISPR shall join and cooperate fully in such action if and be Trademark Costs (to the extent appropriate, all at Tracr’s expensenot reimbursed through recoveries from such litigation). Tracr shall keep EC The costs and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have expenses of the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities Party bringing suit under this Section 5.5(b9.10(b) to ERS. shall be reimbursed first out of any damages or other monetary awards recovered in favor of BMS and/or COLLABORATOR (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring if such action or proceeding. If Tracr notifies EC that Tracr will not bring recovery is less than the Parties’ aggregate costs and expenses incurred in such an action, or if Tracr fails to such recovery shall be allocated between the Parties on a pro rata basis based on their relative costs and expenses incurred [***] = Certain Portions of this exhibit have been omitted pursuant to a confidential information contained in treatment request. An unredacted version of this document, marked by brackets, exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Commission. in such action). The Party that does not control the action or suit hereunder shall cooperate with the controlling Party in connection with such action or suit. Any damages or other monetary awards remaining after payment of the Securities Act of 1933, Parties’ expenses shall be allocated between the Parties in the same proportion as amendedthey share in Net Profit/Net Loss hereunder. provide any notice to EC within such period, then EC Any recovery shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully be split as provided in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c9.10(b), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except applied to reduce Development Costs or Allowable Expenses (except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, specifically provided above) and shall not be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement included in the Tracr Field, after reimbursement calculation of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3Net Sales. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. LICENSEE, at its expense, may enforce any patent exclusively licensed hereunder against infringement in the LICENSED TERRITORY by third parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay MOLECULIN either: (a) In the event royalty detailed in Article V for any monetary recovery that either EC or Tracr becomes aware is for sales of LICENSED PRODUCTS lost due to the infringement and fifty percent (50%) of any infringement other damages received; or threatened infringement (b) fifty percent (50%) of reasonable royalties awarded and any other damages received in any recovery in which the CRISPR Patent Rights compensatory award is solely for reasonable royalties. LICENSEE must notify MOLECULIN in the CRISPR Field or Tracr Field by a Third Party writing of any Patent Rightpotential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to pursue an infringement enforcement action within six month of knowledge of such infringement, such party shall promptly LICENSEE will notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring MOLECULIN and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Fieldthen MOLECULIN may, at its own expense and by counsel of its own choicediscretion, subject after considering the commercially reasonable bases for LICENSEE’s decision not to Section 5.5(f) of this Agreement and Section 5.5(e) of pursue such infringement enforcement action, pursue the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance enforcement of any participation rights patent licensed hereunder on behalf of itself and activities under this Section 5.5(a) to ERS. (b) If LICENSEE. In such case, the infringement of the CRISPR Patent Rights is solely parties will discuss in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in good faith the appropriate laws and regulations for the filing settlement of such actions, whichever comes first, then Tracr shall have case and/or the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance appropriate distribution of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring recovery from such action, which shall depend on LICENSEE’s involvement with and contribution to such case and the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent effect of the other partyLICENSEE’s ability to commercialize the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. In any suit or dispute involving an infringer, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection agree to cooperate fully with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of each other. At the parties, shall be retained by the party that brought request and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement actionsuit, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarityparty will permit access during regular business hours, except as expressly set forth in Section 5.5(f)to all relevant personnel, Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rightsrecords, papers, information, samples, specimens, and Tracr shall have no right to enforce Overlapping Patent Rights (other than the like in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rightsits possession.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall have the first right (but no obligation) to enforce all PA TENT RIGHTS against infringement by third parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery incurred by LICENSEE, LICENSEE agrees to pay MD ▇▇▇▇▇▇▇▇ either: (a) In the event applicable royalty detailed in Section 4.1(d) for any monetary recovery that either EC is for sales of LICENSED PRODUCTS lost due to the infringement and [***] percent ([***]%) of related punitive damages received by LICENSEE; or Tracr (b) [***] percent ([***]%) of reasonable royalties awarded and received by LICENSEE, and [***] percent ([***]%) of related punitive damages received by LICENSEE in any monetary recovery in which the award is for reasonable royalties. 7.2 If it is necessary to name BOARD or MD ▇▇▇▇▇▇▇▇ as a party in such action to enforce PATENT RIGHTS against an infringer, then LICENSEE must first obtain BOARD’S and MD ANDERSON’S prior written permission, which permission shall not be unreasonably withheld, provided that BOARD and MD ▇▇▇▇▇▇▇▇ shall have reasonable prior input on choice of counsel on any matter where such counsel represents BOARD or MD ▇▇▇▇▇▇▇▇, and LICENSEE and such counsel agree to follow all required procedures of the Texas Attorney General regarding retention of outside counsel for state entities. 7.4 MD ▇▇▇▇▇▇▇▇ shall promptly notify LICENSEE if MD ANDERSON’S Office of Technology Commercialization becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to potential infringement of any CRISPR Patent Right PATENT RIGHTS. If LICENSEE does not first exercise its right under Section 7.1 within the CRISPR Field twelve (12) months of knowledge of infringement, then, BOARD or the Tracr FieldMD ▇▇▇▇▇▇▇▇ may, at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and by counsel of its own choiceLICENSEE, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR Licensewith MD ▇▇▇▇▇▇▇▇ retaining all recoveries from such enforcement. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any BOARD and/or MD ▇▇▇▇▇▇▇▇ pursues such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject BOARD and/or MD ▇▇▇▇▇▇▇▇ may, as part of the resolution thereof, grant non-exclusive license rights to the provisions of Article 9; and providedalleged infringer, however, that each party shall reasonably inform the other and CRISPR and consider the othernotwithstanding LICENSEE’s and CRISPR’s inputexclusive license rights. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) 6.1 Licensee shall give notice of any discovered third party infringement to UT-BATTELLE. In the event that either EC UT-BATTELLE does not take appropriate action to stop or Tracr becomes aware of any prevent such infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, within ninety (90) days after receiving such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring notice and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during diligently pursue such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have Licensee has the right to bring take appropriate action to stop and control any such action solely with respect to such infringement in prevent the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriateinfringement, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have including the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSfile suit. (d) 6.2 In the event EC brings that Licensee files suit to stop infringement or defends any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, against the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent validity of the other partypatent, which Licensee shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a costindemnify and hold UT-sharing arrangementBATTELLE harmless against all liability, any recovery realized by a party expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to UT-BATTELLE under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to UT-BATTELLE in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action or proceeding as well as paying UT-BATTELLE for any reduction of royalties pursuant to this Section 5.5section, whether by way Licensee shall pay UT-BATTELLE its royalties as set forth hereinabove on any balance of settlement or otherwise, after reimbursement proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any litigation expenses such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreementactions; provided, however, that the party in control of such action shall reimburse the other party for any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant all costs and expenses in providing data and other information necessary to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement conduct of the parties’ litigation expenses, action. 6.6 The party having filed such action shall be treated as Sublicensing Revenues for purposes in control of Section 3.3. (f) To such action and shall have the extent right to dispose of such action in whatever reasonable manner it determines to be the best interest of parties hereto, except that any infringement settlement which affects or admits issues of patent validity shall require the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect advance written approval of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECUT-BATTELLE. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In During the event that Term, if either EC or Tracr Party becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field Product Marks by a Third Party including, the existence of any Patent Rightconflicting trademarks of Third Parties in the Territory, such party Party shall promptly notify the other party Party in writing to that effect. Tracr acknowledges that(enforcement against such infringement, collectively, “Offensive Trademark Infringement Claims”). (i) Arvinas shall have the first right, but not the obligation, to bring an Offensive Trademark Infringement Claim against any such infringement of any Product ▇▇▇▇ in the extent that it is legally permitted Shared Territory, and prior to do socommencing any such suit or action, CRISPR has Arvinas shall consult with Pfizer and shall consider Pfizer’s requests and recommendations regarding such proposed action. If Arvinas does not bring an appropriate action against such infringement of such Product ▇▇▇▇ within [**] after receiving notice, then Pfizer shall have the first right right, but not the obligation, to bring an Offensive Trademark Infringement Claim against any Third Party engaged in such infringement. The enforcing Party shall obtain written approval, not to be unreasonably withheld, conditioned or delayed, from the non-enforcing Party prior to naming or joining the non-enforcing Party in such suit or action as co-plaintiff if required to perfect or maintain jurisdiction or standing. The Out-of-Pocket Costs of initiating, enforcing and control resolving any action or proceeding such Offensive Trademark Infringement Claim in the Shared Territory shall be borne equally by the Parties so long as [**]. (ii) The non-enforcing Party shall provide reasonable assistance to the enforcing Party with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject enforcement activities with respect to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities a Product ▇▇▇▇ under this Section 5.5(a) 9.9(h), including providing access to ERSrelevant documents and other evidence, making its employees reasonably available during business hours. (biii) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party Arvinas shall have the right to settle an Offensive Trademark Infringement Claim brought by it with respect to a Product ▇▇▇▇ in the Shared Territory without Pfizer’s consent, but shall consider Pfizer’s comments in good faith; provided that such settlement does not diminish the rights or interests of Pfizer nor impose any patent infringement litigation under liability on Pfizer in which case Arvinas shall need Pfizer’s prior written consent. (iv) Notwithstanding the foregoing in this Section 5.5 9.9(h), the Single Commercialization Party in a Single Party Region shall have the first right, but not the obligation to bring an Offensive Trademark Infringement Claim against any such infringement of any Product ▇▇▇▇ in any country in the Single Party Region, and prior to commencing any such action, such Single Commercialization Party shall consult with the other Party and shall consider the other Party’s comments in good faith. The Single Commercialization Party shall have the right to settle an Offensive Trademark Infringement Claim in such country in the Single Party Region, provided that it shall not settle such Offensive Trademark Infringement Claim in a manner that diminishes the rights or interests of the other Party, imposes any liability on the other Party, or would be expected to result in any adverse effect on any Product Marks in the Shared Territory, in each case, without the prior written consent of such other Party. If the Single Commercialization Party does not bring an appropriate Offensive Trademark Infringement Claim against such infringement of such Product ▇▇▇▇ in such country in the Single Party Region within [**] after receiving notice, then the other partyParty shall have the right, which but not the obligation to bring an appropriate suit or action against any Third Party engaged in such infringement. The Out-of-Pocket Costs of initiating, enforcing and resolving any such Offensive Trademark Infringement Claim in a country in a Single Party Region shall not be unreasonably withheld. Except as otherwise agreed borne equally by the parties Parties so long as both Parties consented to the Offensive Trademark Infringement Claim and if the non-enforcing Party did not consent then solely by the enforcing Party. (v) Any amounts recovered in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding an Offensive Trademark Infringement Claim pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b9.9(h) with respect to infringement of a Product ▇▇▇▇, whether by settlement or judgment, shall first be used to reimburse the costs incurred by the Parties, with the remainder split between the Parties as follows: (A) if such enforcement is with respect to Offensive Trademark Infringement Claim in the Tracr FieldShared Territory or in a Single Party Region in which the Parties consented to the Offensive Trademark Infringement Claim, after reimbursement of then the parties’ litigation expenses, shall remaining recoveries will be treated as Sublicensing Revenues for purposes of Section 3.3split between the Parties equally (50:50). (fB) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate if such enforcement is with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR Offensive Trademark Infringement Claim in cooperation as referred to a country in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of a Single Party Region in which the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject non-enforcing Party did not consent to the provisions of Article 9; and providedOffensive Trademark Infringement Claim, however, that each party shall reasonably inform then the other and CRISPR and consider remaining recoveries will be awarded to the other’s and CRISPR’s inputenforcing Party. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 8.1 Each party shall inform the other promptly in writing of any alleged infringement of the PATENT RIGHTS or LINKER PATENT RIGHTS by a third party, including all details then available. LICENSEE shall have the right, but shall not be obligated, to prosecute at its own expense any such infringements, and BOARD agrees that LICENSEE may join BOARD as a plaintiff at the expense of LICENSEE. In any infringement action commenced or defended solely by LICENSEE, all expenses and all recovery for infringement shall be those of LICENSEE. In any such action by LICENSEE, BOARD shall be entitled to receive an amount equal to the applicable royalties on any recovery of profits and damages that is in excess of LICENSEE's reasonable costs and expenses, including, but not limited to actual costs and expenses paid non-affiliated accountants, lawyers and consultants. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without BOARD's consent, which consent shall not be unreasonably withheld, delayed or conditioned. 8.2 If LICENSEE has not commenced legal action or been successful in obtaining cessation of the infringement within ninety (a90) days of written notification from BOARD of such infringement, or if LICENSEE elects not to continue prosecuting any legal action against an infringer, BOARD shall have the right, but shall not be obligated, to prosecute at its own expense any such infringement. BOARD may join LICENSEE as a plaintiff in any such infringement suit at BOARD's expense. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without LICENSEE's consent, which consent shall not be unreasonably withheld, delayed or conditioned. 8.3 In the event that either EC LICENSEE and/or BOARD do not file suit against, conclude settlement negotiations with, or Tracr becomes aware grant a license to a substantial infringer of PATENT RIGHTS or LINKER PATENT RIGHTS within one (1) year of knowledge thereof, then the parties will consult with one another in an effort to determine whether a reasonably prudent licensee would institute litigation, conclude settlement negotiations, and/or grant a license within the one (1) year time period described above in order to enforce the patent in question in light of all relevant business and economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any infringement or threatened infringement damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against LICENSEE and BOARD, the diversion of LICENSEE's human and economic resources, the impact of any possible adverse outcome on LICENSEE, and the effect any publicity might have on the respective reputations and goodwill of the CRISPR Patent Rights in parties). If after such consultation, the CRISPR Field parties have not reached agreement and LICENSEE does not forthwith file suit against, enter into settlement negotiations with or Tracr Field by grant a Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, license to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes firstsubstantial infringer, then Tracr BOARD shall have the right to bring enforce any PATENT RIGHT or LINKER PATENT RIGHT, licensed hereunder on behalf of itself and control any LICENSEE (BOARD retaining all recoveries from such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choiceenforcement), and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC BOARD shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully reduce the license granted hereunder to nonexclusive in such action if Tracr the national jurisdiction in which suit is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSbrought. (d) 8.4 In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required suit that either party brings to bring such actionenforce the PATENT RIGHTS or LINKER PATENT RIGHTS, the furnishing of a power of attorney or being named as a party. (e) Neither other party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole request and expense and control of the party bringing the infringement actionsuit, subject cooperate in all reasonable respects, including, to the provisions extent possible, obtaining the testimony of Article 9; its employees and provided, however, agents and making available physical evidence in the possession of that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s inputparty. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall have the first right to enforce any patent exclusively licensed hereunder against infringement by third parties and is entitled to retain recovery from such enforcement, which right may be granted by LICENSEE to its AFFILIATE or sublicensee. After reimbursement of reasonable legal costs and expenses related to such recovery incurred by LICENSEE, its AFFILIATE or sublicensee, LICENSEE agrees to pay UTMDACC either: (a) In the event applicable royalty detailed in Section 4.1(d) for any monetary recovery that is for sales of LICENSED PRODUCTS lost due to the infringement and fifty percent (50%) of related punitive damages received by LICENSEE or its AFFILIATE; or (b) fifty percent (50%) of reasonable royalties awarded and received by LICENSEE or its AFFILIATE, and fifty percent (50%) of related punitive damages received by LICENSEE or its AFFILIATE in any monetary recovery in which the award is for reasonable royalties. If either EC LICENSEE or Tracr UTMDACC’s Office of Technology Commercialization becomes aware of any infringement or threatened potential infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent RightPATENT RIGHTS, such party each shall promptly notify the other party of such in writing writing. If LICENSEE does not file suit against a substantial infringer or take alternative action reasonably acceptable to UTMDACC to end such infringement, within twelve (12) months of knowledge thereof, then, provided that effect. Tracr acknowledges thatsuch infringement is still on going, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action BOARD or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr FieldUTMDACC may, at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and by counsel of its own choiceLICENSEE, subject to Section 5.5(f) of this Agreement and Section 5.5(e) with UTMDACC retaining all recoveries from such enforcement. In addition, as part of the CRISPR License. If the infringement resolution of the CRISPR Patent Rights relates such infringement, BOARD and UTMDACC may grant non-exclusive license rights to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERSalleged infringer notwithstanding LICENSEE’s exclusive license rights. (b) If 7.2 In any suit or dispute involving an infringer, the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails parties agree to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr with each other. At the request and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement actionsuit, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarityparty will permit access during regular business hours, except as expressly set forth in Section 5.5(f)to all relevant personnel, Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rightsrecords, papers, information, samples, specimens, and Tracr shall have no right to enforce Overlapping Patent Rights (other than the like in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rightsits possession.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such Either party shall promptly notify the other party of any infringement of any LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other party with all available evidence relating thereto. AMGEN and ORTHO shall then consult with each other as to the best manner in writing which to that effectproceed. Tracr acknowledges thatAMGEN shall have the right, but not the obligation, to the extent that it is legally permitted bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or action and ORTHO agrees to do so, CRISPR has the first right to bring ORTHO shall execute all papers and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Fieldperform such other acts as may be reasonably required and may, at its own expense and option, be represented by counsel of its own choice. AMGEN shall pay ORTHO its reasonable expenses (including its attorney's fees) in connection with any such suit or action. Should AMGEN lack standing to bring any such action, subject then AMGEN may cause ORTHO to Section 5.5(f) of this Agreement do so upon first undertaking to indemnify and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates hold ORTHO harmless (to the Tracr Fieldextent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) steaming therefrom. In the event AMGEN fails to take action with respect to such matters within a reasonable period, Tracr not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the right if it choosesright, but not the obligation, to bring, defend and maintain any appropriate suit or action. If ORTHO finds it necessary to join the proceedings on its own accordAMGEN in such suit or action, AMGEN shall execute all papers and perform such other acts as may be reasonably required and may, at its own expense, to option. be represented by counsel of its choice. ORTHO shall pay to AMGEN the reasonable expenses of AMGEN (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly bring any action or suit hereunder and share the expenses thereof, any amount recovered in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, suit shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in bearing the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3expenses thereof. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right7.1 LICENSEE, such party at its expense, shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has have the first right to bring enforce any patent exclusively licensed hereunder against infringement by third parties and control is entitled to retain recovery from such enforcement, which right may be granted by LICENSEE to its AFFILIATE or sublicensee. After reimbursement of reasonable legal costs and expenses related to such recovery incurred by LICENSEE, its AFFILIATE or sublicensee, LICENSEE agrees to pay UTMDACC either: (a) the applicable royalty detailed in Section 4.1(d) for any action or proceeding with respect to infringement monetary recovery that is for sales of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates LICENSED PRODUCTS lost due to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action Portions herein identified by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [*****] = Certain confidential information contained in this document, marked by brackets, have been omitted as Confidential Information and has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedCommission. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date Confidential treatment has been requested with respect to this omitted information. infringement and [*****] percent ([*****]%) of related punitive damages received by LICENSEE or its AFFILIATE; or (b) [*****] percent ([*****]%) of reasonable royalties awarded and received by LICENSEE or its AFFILIATE, and [*****] percent ([*****]%) of related punitive damages received by LICENSEE or its AFFILIATE in any monetary recovery in which the award is for reasonable royalties. If either LICENSEE or UTMDACC’s Office of Technology Commercialization becomes aware of any infringement or potential infringement of the PATENT RIGHTS, each shall promptly notify the other of such in writing. If LICENSEE does not file suit against a substantial infringer or take alternative action reasonably acceptable to UTMDACC to end such infringement, within twelve (12) months of knowledge thereof, then, provided that such infringement actions and shall take into account any reasonable suggestions made by Tracr is still on going, BOARD or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accordUTMDACC may, at its own expensesole discretion, to be represented in enforce any patent licensed hereunder on behalf of itself and LICENSEE, with UTMDACC retaining all recoveries from such action by counsel enforcement. In addition, as part of its own choicethe resolution of such infringement, BOARD and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 UTMDACC may grant non-exclusive license rights to the contrary, ECalleged infringer notwithstanding LICENSEE’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSexclusive license rights. (d) 7.2 In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such actionsuit or dispute involving an infringer, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have parties agree to cooperate fully with each other. At the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought request and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement actionsuit, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarityparty will permit access during regular business hours, except as expressly set forth in Section 5.5(f)to all relevant personnel, Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rightsrecords, papers, information, samples, specimens, and Tracr shall have no right to enforce Overlapping Patent Rights (other than the like in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rightsits possession.

Infringement by Third Parties. (a) In 8.1 Each PARTY will promptly inform the event that either EC or Tracr becomes aware other of any infringement or threatened suspected infringement of the CRISPR Patent Rights any claims in the CRISPR Field PATENT RIGHTS or Tracr Field the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the LICENSED SUBJECT MATTER by a Third Party of any Patent Rightthird party. LICENSEE has the exclusive right, such party shall promptly notify but not the other party in writing to that effect. Tracr acknowledges thatobligation, to institute (directly or through a designee) an action for infringement, misuse, misappropriation, theft or breach of confidence of the extent that it proprietary rights against such third party and is legally permitted entitled to do soretain recovery from such enforcement, CRISPR has provided however, any recovery for damages and/or a reasonable royalty in lieu thereof with respect to the first right PATENT RIGHTS, after deducting the out-of-pocket costs incurred with respect to such action, will be considered NET SALES and subject to royalty payment pursuant to Paragraph 5.1(b). At LICENSEE’S request and expense, and subject to the statutory duties of the Texas Attorney General, BOARD agrees to join any such action brought by LICENSEE. 8.2 If LICENSEE and/or its designees fails to bring and control any such an action or proceeding within 120 days after receiving a written request by BOARD to initiate an action with respect to infringement such infringement, then BOARD may institute an action for infringement, misuse, misappropriation, theft or breach of any CRISPR Patent Right within confidence of the CRISPR Field or the Tracr Field, proprietary rights against such third party at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR Licenseretain all recoveries from such enforcement. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right BOARD will provide LICENSEE with written notice during such 120-day period if it chooses, intends to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […commence ***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = * Certain confidential information contained in this document, marked by brackets, agreement has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. any legal action to Rule 406 terminate infringement of PATENT RIGHTS and LICENSEE may commence legal action at any time during the Securities Act of 1933120 day notice period. LICENSEE must provide BOARD with evidence that it has commenced legal action within the 120 day notice period, as amended. provide any notice to EC within and if LICENSEE (or designee) initiates suit during such period, then EC the terms in Paragraph 8.1 shall govern the action and distribution of recovery. 8.3 In any infringement suit pursuant to this Article 8, the PARTIES agree to keep the other reasonably informed regarding such suit and to cooperate fully with each other. The PARTY bringing such suit (the “REQUESTING PARTY”) shall reimburse the other for any out of pocket costs that such other PARTY reasonably incurs, including attorney fees, to provide assistance or cooperation requested by the REQUESTING PARTY in connection with an action. At the request and expense of the REQUESTING PARTY, the other PARTY will permit access, to all relevant personnel, records, papers, information, samples, specimens, etc., its possession during regular business hours; provided that the PARTIES will cooperate reasonably to avoid undesired waivers of privilege. In all cases, the PARTY hereto that did not initiate the suit (and, as requested by LICENSEE, LICENSEE’S AFFILIATES and designees when they do not initiate suit) shall have the right to bring and control participate in any such action at her own expense and brought by the other PARTY hereto with counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accordchoosing, at its own expense, to be represented . Nothing in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) 8 shall be exercisable only by EC and may not be extended construed to ERS. (d) In authorize BOARD to enter into any settlement that would adversely affect the event EC brings any infringement action in accordance with Section 5.5(c)LICENSED SUBJECT MATTER or LICENSEE’S rights therein, Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3LICENSEE. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. 7.1 LICENSEE, at its expense, shall have the first right (but no obligation) to enforce all PATENT RIGHTS against infringement by third parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery incurred by LICENSEE, LICENSEE agrees to pay MD ▇▇▇▇▇▇▇▇ either: (a) In the event applicable royalty detailed in Section 4.1(d) for any monetary recovery that either EC is for sales of LICENSED PRODUCTS lost due to the infringement and [***]percent ([***]%) of related punitive damages received by LICENSEE; or Tracr (b) [***]percent ([***]%) of reasonable royalties awarded and received by LICENSEE, and fifty percent ([***]%) of related punitive damages received by LICENSEE in any monetary recovery in which the award is for reasonable royalties. 7.2 If it is necessary to name BOARD or MD ▇▇▇▇▇▇▇▇ as a party in such action to enforce PA TENT RIGHTS against an infringer, then LICENSEE must first obtain BOARD’S and MD ANDERSON’S prior written permission, which permission shall not be unreasonably withheld, provided that BOARD and MD ▇▇▇▇▇▇▇▇ shall have reasonable prior input on choice of counsel on any matter where such counsel represents BOARD or MD ▇▇▇▇▇▇▇▇, and LICENSEE and such counsel agree to follow all required procedures of the Texas Attorney General regarding retention of outside counsel for state entities. 7.3 MD ▇▇▇▇▇▇▇▇ shall promptly notify LICENSEE if MD ANDERSON’S Office of Technology Commercialization becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to potential infringement of any CRISPR Patent Right PATENT RIGHTS. If LICENSEE does not first exercise its right under Section 7.1 within the CRISPR Field twelve (12) months of knowledge of infringement, then, BOARD or the Tracr FieldMD ▇▇▇▇▇▇▇▇ may, at its own expense sole discretion, enforce any patent licensed hereunder on behalf of itself and by counsel of its own choiceLICENSEE, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR Licensewith MD ▇▇▇▇▇▇▇▇ retaining all recoveries from such enforcement. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any BOARD and/or MD ▇▇▇▇▇▇▇▇ pursues such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject BOARD and/or MD ▇▇▇▇▇▇▇▇ may, as part of the resolution thereof, grant non-exclusive license rights to the provisions of Article 9; and providedalleged infringer, however, that each party shall reasonably inform the other and CRISPR and consider the othernotwithstanding LICENSEE’s and CRISPR’s inputexclusive license rights. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) 6.1 Licensee shall give notice of any discovered third-party infringement to Energy Systems. In the event that either EC Energy Systems does not take appropriate action to stop or Tracr becomes aware of any prevent such infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, within ninety (90) days after receiving such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring notice and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during diligently pursue such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have Licensee has the right to bring take appropriate action to stop and control any such action solely with respect to such infringement in prevent the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriateinfringement, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have including the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSfile suit. (d) 6.2 In the event EC brings that Licensee files suit to stop infringement or defends any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, against the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent validity of the other partypatent, which Licensee shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangementindemnify and hold Energy Systems harmless against all liability, any recovery realized by a party expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such Licensee costs as a reduction of any royalties due and payable to Energy Systems under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to Energy Systems in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action or proceeding as well as paying Energy Systems for any reduction of royalties pursuant to this Section 5.5section, whether by way Licensee shall pay Energy Systems its royalties as set forth hereinabove on any balance of settlement or otherwise, after reimbursement proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any litigation expenses such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreementactions; provided, however, that the party in control of such action shall reimburse the other party for any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant all costs and expenses in providing data and other information necessary to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement conduct of the parties’ litigation expenses, action. 6.6 The party having filed such action shall be treated as Sublicensing Revenues for purposes in control of Section 3.3. (f) To such action and shall have the extent right to dispose of such action in whatever reasonable manner it determines to be the best interest of parties hereto, except that any infringement settlement which affects or admits issues of patent validity shall require the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect advance written approval of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECEnergy Systems. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) 6.1 Licensee shall give notice of any discovered third party infringement of the Proprietary Rights to LMER. In the event that either EC LMER does not take appropriate action to stop or Tracr becomes aware of any prevent such infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, within ninety (90) days after receiving such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring notice and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during diligently pursue such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have Licensee has the right to bring take appropriate action to stop and control any such action solely with respect to such infringement in prevent the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriateinfringement, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have including the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSfile suit. (d) 6.2 In the event EC brings that Licensee files suit to stop infringement or defends any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, against the furnishing validity of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without included in the prior written consent of the other partyProprietary Rights, which Licensee shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangementindemnify and hold LMER harmless against all liability, any recovery realized by a party expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to LMER under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to LMER in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action or proceeding as well as paying LMER for any reduction of royalties pursuant to this Section 5.5section, whether by way Licensee shall pay LMER its royalties as set forth hereinabove on any balance of settlement or otherwise, after reimbursement proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any litigation expenses such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreementactions; provided, however, that the party in control of such action shall reimburse the other party for any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant all costs and expenses in providing data and other information necessary to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement conduct of the parties’ litigation expenses, action. 6.6 The party having filed such action shall be treated as Sublicensing Revenues for purposes in control of Section 3.3. (f) To such action and shall have the extent right to dispose of such action in whatever reasonable manner it determines to be the best interest of parties hereto, except that any infringement settlement which affects or admits issues of patent validity shall require the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect advance written approval of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECLMER. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (aI) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Each Party of any Patent Right, such party shall promptly notify the other party in writing of any alleged infringement or misappropriation by third parties of any Licensed Patent and provide any information available to that effect. Tracr acknowledges thatParty relating to such alleged infringement or misappropriation. (II) CeNeS shall have the primary right, but not the obligation, to take action in its own name to secure the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement cessation of any CRISPR Patent Right within infringement or misappropriation or to enter suit against the CRISPR Field or the Tracr Fieldinfringer. Any such action will be at CeNeS' expense, at its own expense and by employing counsel of its own choice, subject choosing. If CeNeS elects not to Section 5.5(f) of this Agreement and Section 5.5(e) exercise its right to prosecute or take other appropriate action in connection with an infringement or misappropriation of the CRISPR License. If the Licensed Patents or fails to take any such action within sixty days of first receiving of such infringement of the CRISPR Patent Rights relates to the Tracr Fieldor misappropriation, Tracr shall have the right if it chooses, to join the proceedings on its own accord, Scion may do so at its own expense, to be represented controlling such action. (III) CeNeS and its attorneys or agents shall consult and cooperate with Scion in all aspects of any such action by counsel of its own choice, litigation and shall provide Scion sufficient opportunity to review any document prepared, produced, or received by CeNeS in conjunction with such dispute. Scion agrees to provide comments and comment on suggestions with respect to any papers filed during such matter, which comments and suggestions shall be reasonably considered by the CeNeS. (IV) If CeNeS brings action, any damages or other monetary awards recovered by CeNeS shall be applied proportionately first to defray the unreimbursed costs and expenses (including reasonable attorneys' fees) incurred by either or both Parties resulting from such action. EC mayIf any balance remains after such payment, if she wishesthen such balance shall be shared by the Parties pro rata based upon the Parties' respective documented Liabilities suffered. If CeNeS fails to bring action and Scion brings action, delegate any damages or other monetary awards recovered by Scion shall be applied first to defray the performance costs and expenses (including reasonable attorneys' fees) incurred in the action by either or both of the Parties resulting from such action. If any participation rights and activities balance remains, such balance shall be the property of Scion. (V) No settlement, consent judgment or other voluntary final disposition of a suit being prosecuted by a Party under this Section 5.5(a5(iv)(B) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take may be entered into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other partyParty if such settlement, consent judgment or other voluntary final disposition would alter, derogate or diminish such other Party's rights under the Agreement or otherwise materially adversely affect such other Party, which consent shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action withheld or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3delayed. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that 7.1 If either EC LICENSEE or Tracr UTMDACC or A&M becomes aware of any infringement a product made, used or threatened infringement of the CRISPR Patent Rights sold in the CRISPR Field or Tracr Field by a Third LICENSED TERRITORY, which it believes infringes an issued VALID CLAIM, the Party of any Patent Right, obtaining such party knowledge shall promptly notify advise the other party in writing to that effect. Tracr acknowledges that, Parties of all relevant facts and circumstances pertaining to the extent that it is legally permitted to do so, CRISPR has potential infringement. LICENSEE shall have the first right to bring and control enforce any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accordpatent rights against such infringement, at its own expense. The LICENSORS shall cooperate with LICENSEE in such effort, at LICENSEE's expense, including being joined as a party to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishesnecessary. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, delegate the performance LICENSEE agrees to pay UTMDACC [***] percent ([***]%) of any participation rights and activities under this Section 5.5(aaward for punitive damages and: (a) [***] percent ([***]%) of any monetary recovery that is for sales of LICENSED PRODUCTS lost due to ERS. the infringement; or (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following percent ([***]%) of reasonable royalties awarded in any recovery in which the award is for reasonable royalties. 7.2 If LICENSEE fails, within six (6) months after receiving notice from UTMDACC and/or A&M of a potential infringement, or providing UTMDACC and A&M with notice of alleged such infringement, to either (a) terminate such infringement or (iib) […***…] before institute an action to prevent continuation thereof and, thereafter to prosecute such action diligently, or if LICENSEE notifies UTMDACC and A&M that it does not plan to terminate the time limit, if any, set forth in the appropriate laws and regulations for the filing of infringement or institute such actions, whichever comes firstaction, then Tracr UTMDACC and A&M shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, provided however, that any recovery realized by Tracr as a result UTMDACC and A&M first consult with LICENSEE and gives due consideration to LICENSEE’s reasons for not instituting actions to terminate or otherwise prevent continuation of any action brought and controlled by Tracr pursuant such infringement. If UTMDACC and/or A&M decide to Section 5.5(b) with respect to infringement in the Tracr Fieldpursue such infringement, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR LICENSEE shall cooperate with respect UTMDACC and/or A&M in such effort including being joined as a party to any enforcement proceedingssuch action if necessary. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 UTMDACC and/or A&M shall be at the sole expense and control of the party bringing the infringement entitled to retain all damages or costs awarded in such action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. EXECUTION COPY (a) In If, at any time on or after the event that Effective Date, either EC or Tracr becomes party shall become aware of any infringement or threatened infringement of the CRISPR Patent Rights Noven Patents or any unfair competition, inappropriate or unauthorized use, disparagement or other tortious act by any third party in relation to the CRISPR Field or Tracr Field by a Third Party of any Patent RightLicensed Product, then the party having such party knowledge shall promptly notify give prompt notice thereof to the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERSparty. (b) If Subject to Section 9.02, Endo shall have the right, at its sole cost and expense, using counsel reasonably acceptable to Noven, to take such action as it deems appropriate to enforce the Noven Patents in the Territory against any Competing Product that may be infringing the Noven Patents, including initiating an appropriate Proceeding or threatening to initiate an appropriate Proceeding to prevent or eliminate the infringement of such Noven Patents with regard to any Competing Product, or the CRISPR Patent Rights is solely unfair competition, inappropriate or unauthorized use, disparagement or other tortious act by any third party in relation to the Licensed Product in the Tracr Field Territory. Subject to Section 9.01(c) below, Noven agrees to cooperate with Endo, at Noven's cost and expense (which cost and expense shall not in include the CRISPR Fieldfees of the attorneys that represent Endo, and CRISPR fails to bring any even if such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limitattorneys represent Noven as well), if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriatereasonably requested by Endo, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect including joining as a party to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC mayProceeding, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) necessary to ERSmaintain standing. (c) Tracr Endo shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately consult with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date Noven with respect to its decision whether to take any action of the nature specified in Section 9.01(b), giving due consideration to Noven's views with respect to the necessity or desirability of taking such action and with respect to whether and how any such Proceeding should be maintained, settled, or appealed throughout the pendency of such Proceeding. In deciding whether to initiate any Proceeding brought to prevent or eliminate infringement actions of the Noven Patents, Endo shall give careful consideration to what extent the claims of any Noven Patent reads on the allegedly infringing article, the identity of the alleged infringers, and shall take into account any reasonable suggestions made the extent of the alleged infringement by Tracr quantifying the harm being suffered or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, projected to be represented in any such action suffered by counsel Endo as a result of its own choicethe alleged infringement. Endo shall keep Noven apprised throughout, and until final disposition of, any Proceeding brought to review prevent or eliminate infringement of the Noven Patents, and comment on any papers filed during give due consideration to Noven's views in connection with such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERSProceeding. (d) In the event EC brings Endo shall not enter into any infringement action in accordance with Section 5.5(c)settlement, Tracr shall cooperate fullyagreement, including, if required to bring such action, the furnishing consent judgment or other voluntary final disposition of a power of attorney Proceeding or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation threatened Proceeding under this Section 5.5 9.01, in whole or in part, without the prior written consent of the other partyNoven, which shall not be unreasonably withheld. Except . (e) All amounts awarded as damages, profits or otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant specified in Section 9.01(b) taken by Endo shall be deemed to this be Gross Margin under Section 5.56.03 and subject to split between the parties after the fees, whether by way of settlement or otherwise, after reimbursement of any litigation costs and expenses of the parties, shall be retained by the party that brought each of Noven and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with Endo in respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3Proceeding have first been reimbursed. (f) To the extent that If Endo elects not to take any infringement action of the CRISPR Patent Rights nature specified in Section 9.01(b) within sixty (60) days of becoming aware or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Fieldreceiving notice under Section 9.01 (a) of any infringement, Tracr threatened infringement, unfair competition, disparagement or other tortious act identified in Section 9.01(a), Endo shall agree a coordinated approach with CRISPRgive Noven notice of such decision, and Tracr and CRISPR Noven thereafter shall cooperate with respect have the right to take any enforcement proceedingsaction of the nature specified in Section 9.01(g). In respect EXECUTION COPY such event, all amounts awarded as damages, profits or otherwise in connection with any action taken by Noven shall be paid to and become the sole property of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECNoven. (g) Defense of Except for the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject rights specifically granted to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR Endo pursuant to Section 5.5(f)9.01(b) above, Noven shall have the sole and exclusive right to protect and enforce its Intellectual Property Rights in any Proceeding. All associated fees, costs and expenses shall be borne by Noven and all amounts awarded as damages, profits or ERS Patent Rightsotherwise in connection with any action specified in this Section 9.01(g) taken by Noven shall be the sole property of Noven.

Infringement by Third Parties. (a) 6.1 Licensee shall give notice of any discovered third party infringement to LMER. Licensee has the right to take appropriate action to stop and prevent the infringement, including the right to file suit. During the prosecution of such suit, LMER hereby agrees to cooperate with Licensee in any such suit. 6.2 In the event that either EC or Tracr becomes aware of any Licensee files suit to stop infringement or threatened infringement defends any action against the validity of the CRISPR Patent Rights patent, and where LMER is joined in the CRISPR Field or Tracr Field by such suit as a Third Party of any Patent Rightnecessary party, such party Licensee shall promptly notify the other party in writing to that effect. Tracr acknowledges thatindemnify and hold LMER harmless against all liability, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choicecosts, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party including attorney's fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to LMER under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to LMER in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action or proceeding as well as paying LMER for any reduction of royalties pursuant to this Section 5.5section, whether by way Licensee shall pay LMER its royalties as set forth hereinabove on any balance of settlement or otherwise, after reimbursement proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any litigation expenses such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreementactions; provided, however, that the party in control of such action shall reimburse the other party for any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant all costs and expenses in providing data and other information necessary to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement conduct of the parties’ litigation expenses, action. 6.6 The party having filed such action shall be treated as Sublicensing Revenues for purposes in control of Section 3.3. (f) To such action and shall have the extent right to dispose of such action in whatever reasonable manner it determines to be the best interest of parties hereto, except that any infringement settlement which affects or admits issues of patent validity shall require the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect advance written approval of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by ECLMER. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In Focal shall have the sole right and option, at its sole and absolute discretion, to file and maintain lawsuits in its own name for infringement by Third Parties of any Patent Rights, Trademarks or other proprietary rights relating to the Products or Systems that occur within the Territory. Genzyme shall, at the request and expense of Focal, give Focal all reasonable assistance and cooperation in any such proceedings at Focal's expense. Notwithstanding any decision or action by Focal arising out of any Third Party infringement, or the results or outcomes thereof, Genzyme's obligation to make payments to Focal under this Agreement shall be unaffected and, in the event that either EC or Tracr becomes aware of any infringement or threatened infringement Genzyme's distribution of the CRISPR Patent Rights in the CRISPR Field or Tracr Field Systems is adversely affected by a such Third Party infringement, Focal shall not be obligated to offset any payments made hereunder. Notwithstanding any decision on the part of Focal to forgo bringing or continuing to prosecute any Patent Rightsuit, such party claim or litigation, even if permitted under law, Genzyme shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control bring, file or litigate any such action solely with respect to such claim for infringement by Third Parties of any proprietary rights held by Focal occurring in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 Territory without the Focal's prior written consent of the other partyconsent, which consent shall not be unreasonably withheld. Except If such consent is granted, Focal shall cooperate with Genzyme, and shall assign to Genzyme such rights as otherwise agreed are reasonably determined by the parties in connection with a cost-sharing arrangementFocal to be necessary to bring, any file or litigate such claim. Any recovery realized by a either party as a result of any action or proceeding infringement litigation pursuant to this Section 5.5, 10.3 (whether by way of settlement or otherwise, after ) shall be first allocated to reimbursement of any litigation legal fees and expenses of the parties, shall be retained incurred by the party that brought and controlled such action for purposes of this Agreement; providedinitiating the proceeding, howeverthen, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Fieldif applicable, after toward reimbursement of the parties’ litigation other party's legal fees and expenses, and then the remainder shall be treated divided between the parties as Sublicensing Revenues for purposes of Section 3.3. follows: seventy-five percent (f75%) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject initiating such proceedings and twenty-five percent (25%) to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s inputparty. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third 8.2.1. Each Party of any Patent Right, such party shall promptly notify the other party Party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control of any action alleged or proceeding with respect to threatened infringement of any CRISPR Licensed Patent Right within in the CRISPR Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such instance Licensor shall have the Tracr Fieldsole right, at its own option, to bring such alleged or threatened Competitive Infringement to an end and Licensee shall provide reasonable assistance to Licensor in connection therewith, at Licensee’s cost and expense (the costs and expenses of the Licensor in connection therewith, including the investigation and analysis thereof, to be reimbursed to Licensor by Licensee on an as-incurred basis). Licensee shall be entitled to be represented by independent counsel of its own choice, subject to Section 5.5(f) of this Agreement choice and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, . Licensor shall keep Licensee and/or its designated legal counsel reasonably informed as to be represented the progress in any such connection with the foregoing Competitive Infringement. If Licensor fails to initiate a suit or take other appropriate action by counsel of its own choice, and that it has the right to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under initiate or take pursuant to this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding 8.2 with respect to infringement a Competitive Infringement in the Tracr Field Territory within ninety (i90) […***…] following days after becoming aware of the notice of alleged infringement basis for such suit or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes firstaction, then Tracr shall have the right Licensee may, in its discretion, provide Licensor with written notice requiring Licensor to bring and control any such initiate a suit or take other appropriate action solely with respect to such infringement Competitive Infringement in the Tracr Field Territory, such suit or other appropriation action to be taken at its own the sole cost and expense and by counsel of its own choiceLicensee. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and Notwithstanding anything to the extent appropriatecontrary contained in this Agreement, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC Licensor shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the unilateral right to bring and control enter into any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 settlement without the prior written consent of Licensee with respect to any Competitive Infringement suit or action to the other partyextent such settlement would not adversely affect the Licensee’s rights or benefits with respect to the Development or Commercialization of the Product, in which case, Licensee’s prior written consent shall be required, which consent shall not be unreasonably withheld. 8.2.2. Except as otherwise agreed by the parties If Licensor recovers monetary damages in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any enforcement action or proceeding pursuant to this Section 5.58.2.1, whether by way of settlement or otherwise, after such recovery shall be allocated (i) first to the reimbursement of any litigation unreimbursed expenses of the partiesincurred by Licensor in such enforcement action, (ii) second to any expenses incurred by Licensee in such enforcement action, and (iii) any remaining amounts shall be retained by allocated to Licensor and Licensee in such proportion so as to compensate each Party for their respective provable losses resulting from the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3Competitive Infringement. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of infringement by third parties of any infringement or threatened infringement of the CRISPR Patent Rights Trademarks which are the subject of this License, Widmer’s Wine will be in charge of all litigation against and settlement with any and all third party infringers of the CRISPR Field or Tracr Field Trademarks, except as provided herein. W▇▇▇▇▇ Brewing will cooperate in any such action, in accordance with this Section. If cooperation is required, W▇▇▇▇▇ Brewing will cooperate with Widmer’s Wine as requested by a Third Party of any Patent RightWidmer’s Wine, such party shall promptly notify the other party at Widmer’s Wine’s expense in writing to that effect. Tracr acknowledges thataccordance with this Section, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control in connection with any action or proceeding taken by Widmer’s Wine in its judgment against such potential infringer(s). The following provisions (i) through (iv) specify the parties respective obligations with respect hereto: (i) Such cooperation by W▇▇▇▇▇ Brewing will include, without limitation, providing its personnel to infringement of appear as witnesses at depositions or in court, furnishing documents and information, executing all necessary documents, and being joined as a party to any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense legal proceedings. (ii) Except as provided in subsections (iii) and by counsel of its own choice, subject to Section 5.5(f(iv) of this Agreement and Section 5.5(eSection, the cost of any litigation or other action against potential infringers will be borne entirely by Widmer’s Wine. Widmer’s Wine will reimburse W▇▇▇▇▇ Brewing, within thirty (30) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Fielddays after request from W▇▇▇▇▇ Brewing, Tracr shall have the right if it choosesfor any travel expenses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choicephotocopying expenses, and to review the like (but excluding salary or comparable expenses as well as fees and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limitexpenses charged by separate counsel, if any, set forth engaged by W▇▇▇▇▇ Brewing) incurred by it at Widmer’s wine’s request in the appropriate laws and regulations for the filing connection with any such infringement action. Any recovery of damages or attorney’s fees in such actions, whichever comes firstor in settlement of such actions or disputes, then Tracr will belong entirely to Widmer’s Wine. (iii) Widmer’s Wine will consult with W▇▇▇▇▇ Brewing during the course of any third party infringement and legal proceedings hereunder. W▇▇▇▇▇ Brewing shall be named as co-plaintiff in any adversarial proceeding where either (a) the infringement significantly impacts the present or future sales of Products (or any items sold by W▇▇▇▇▇ Brewing pursuant to license under this Agreement), or (b) the alleged infringer is also infringing the trade dress, packaging or trademarks of W▇▇▇▇▇ Brewing. When named as a co-plaintiff W▇▇▇▇▇ Brewing shall have the right to bring and control participate in any such action solely with respect to such infringement in the Tracr Field adversarial proceeding through its counsel of record at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC If W▇▇▇▇▇ Brewing named as a co-plaintiff (or CRISPR. EC shall if litigation ensues in which W▇▇▇▇▇ Brewing would have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) named as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such perioda co-plaintiff), then EC W▇▇▇▇▇ Brewing shall have the right to bring and control approve any settlement of any infringement matters whether it has been the subject of litigation or simply negotiation. Any such action at her own expense and by counsel of her own choiceapproval shall not be unreasonably withheld or delayed. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the If W▇▇▇▇▇ Brewing has no right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party co-plaintiff, then W▇▇▇▇▇ Brewing shall have the right to settle approve any patent settlement in connection with such proceedings if it materially affects W▇▇▇▇▇ Brewing’s use of any of the Trademarks. Any such approval shall not be unreasonably withheld or delayed. If W▇▇▇▇▇ Brewing has no right to be named as a co-plaintiff, Widmer’s wine will not be required to seek W▇▇▇▇▇ Brewing’s consent to any settlement if such settlement does not (a) compromise the title, validity or ownership of any Trademark(s); (b) involve continued use of the allegedly infringing trademark; (c) create any obligation on behalf of W▇▇▇▇▇ Brewing or subject W▇▇▇▇▇ Brewing to any fine, penalty or monetary damages or award of any kind whatsoever; or (d) materially affect W▇▇▇▇▇ Brewing’s use of any of the Trademarks. (iv) Upon notification by W▇▇▇▇▇ Brewing of an apparent infringer, Widmer’s Wine shall have forty-five (45) days to decide whether or not to pursue an instance of alleged infringement, except that when W▇▇▇▇▇ Brewing notifies Widmer’s wine of its desire to seek preliminary injunctive relief (“Relief”) with regard thereto, and W▇▇▇▇▇ Brewing supplies Widmer’s Wine with evidence in the reasonable judgment of Widmer’s Wine sufficient to obtain such Relief, then, in such instance, Widmer’s Wine shall have five (5) days to decide whether or not to seek such Relief. In the event that Widmer’s Wine should decide not to pursue an instance of alleged infringement of the Trademarks, or fails to communicate any decision to W▇▇▇▇▇ Brewing, then W▇▇▇▇▇ Brewing, with the cooperation of Widmer’s Wine in the same manner provided herein for W▇▇▇▇▇ Brewing’s cooperation with Widmer’s Wine, shall be entitled to proceed against the alleged infringer at W▇▇▇▇▇ Brewing’s expense, and any and all recoveries obtained in such litigation under this Section 5.5 and settlement will accrue solely to the benefit of W▇▇▇▇▇ Brewing. However, without the prior written consent of the other partyWidmer’s Wine, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr W▇▇▇▇▇ Brewing shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant settle such infringement matter by compromising title, validity or ownership of any Trademark(s); allowing continued use of the allegedly infringing trademark; creating any obligation on behalf of Widmer’s Wine or by subjecting Widmer’s Wine to Section 5.5(f)) any fine, penalty or ERS Patent Rightsmonetary damages or award of any kind whatsoever.

Infringement by Third Parties. LICENSEE, at its expense, may enforce any patent exclusively licensed hereunder against infringement in the LICENSED TERRITORY by third parties and is entitled to retain recovery from such enforcement. After reimbursement of LICENSEE’s reasonable legal costs and expenses related to such recovery, LICENSEE agrees to pay INTERTECH either: (a) In the event royalty detailed in Article V for any monetary recovery that either EC or Tracr becomes aware is for sales of LICENSED PRODUCTS lost due to the infringement and fifty percent (50%) of any infringement other damages received; or threatened infringement (b) fifty percent (50%) of reasonable royalties awarded and any other damages received in any recovery in which the CRISPR Patent Rights compensatory award is solely for reasonable royalties. LICENSEE must notify “INTERTECH” in the CRISPR Field or Tracr Field by a Third Party writing of any Patent Rightpotential infringement within thirty (30) calendar days of knowledge thereof. If LICENSEE decides not to pursue an infringement enforcement action within six month of knowledge of such infringement, such party shall promptly LICENSEE will notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring “INTERTECH” and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Fieldthen “INTERTECH” may, at its own expense and by counsel of its own choicediscretion, subject after considering the commercially reasonable bases for LICENSEE’s decision not to Section 5.5(f) of this Agreement and Section 5.5(e) of pursue such infringement enforcement action, pursue the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance enforcement of any participation rights patent licensed hereunder on behalf of itself and activities under this Section 5.5(a) to ERS. (b) If LICENSEE. In such case, the infringement of the CRISPR Patent Rights is solely parties will discuss in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in good faith the appropriate laws and regulations for the filing settlement of such actions, whichever comes first, then Tracr shall have case and/or the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance appropriate distribution of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring recovery from such action, which shall depend on LICENSEE’s involvement with and contribution to such case and the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent effect of the other partyLICENSEE’s ability to commercialize the LICENSED SUBJECT MATTER in the LICENSED TERRITORY. In any suit or dispute involving an infringer, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection agree to cooperate fully with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of each other. At the parties, shall be retained by the party that brought request and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement actionsuit, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarityparty will permit access during regular business hours, except as expressly set forth in Section 5.5(f)to all relevant personnel, Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rightsrecords, papers, information, samples, specimens, and Tracr shall have no right to enforce Overlapping Patent Rights (other than the like in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rightsits possession.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent RightExcept as otherwise provided below, such party shall promptly notify the other party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Field, at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates to the Tracr Field, Tracr Amylin shall have the right if it choosesfirst right, to join but not the proceedings on its own accordobligation, at its own expense, to be represented enforce the Leptin Patent Rights against Third Party infringers in the Territory within the Field of Use (a “Field Infringement”). In the event Amylin shall so elect to enforce the Leptin Patent Rights against a Field Infringement, Amylin shall control any such action by counsel of action; provided that Shionogi shall, at its own choiceexpense, be entitled to participate in, and to review and comment on have counsel selected by Shionogi participate in, such action (provided that Amylin will nonetheless control such action at all times). Recoveries in any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities actions against a Field Infringement under this Section 5.5(a6.2(a) shall be used first to ERSreimburse the Parties’ costs and expenses (including attorneys’ fees) for such action (on an equal basis) and any remainder shall belong to Amylin. (b) If the infringement Amylin does not initiate an action against a Field Infringement, or otherwise cause such Field Infringement to cease, within ninety (90) days of becoming aware of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR FieldInfringement, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes firstInfringement is having a material negative impact on Shionogi, then Tracr Shionogi shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and (but subject to the extent appropriateother limitations set forth below), all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have but not the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accordobligation, at its own expense, to be represented in enforce the applicable Leptin Patent Rights against the Field Infringement, but provided that Amylin does not have a reasonable business justification for not initiating such action. In the event Shionogi shall so elect to enforce the Leptin Patent Rights against the Field Infringement, Shionogi shall control any such action by counsel of action; provided that Amylin shall, at its own choiceexpense, be entitled to participate in, and to review and comment on have counsel selected by Amylin participate in, such action (provided that Shionogi will nonetheless control such action at all times). Recoveries in any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights actions against a Field Infringement under this Section 5.5(c6.2(b) shall be exercisable used first to reimburse the Parties’ costs and expenses (including attorneys’ fees) for such action (on an equal basis) and any remainder shall belong to Shionogi, provided that such remainder shall be deemed to be Net Sales accrued in the calendar quarter in which such recovery occurs, for which Shionogi shall pay Amylin royalties under Section 5.3. (c) Shionogi shall have the right to enforce and defend the patent rights covered by the Rockefeller License or the Amgen Agreement only by EC to the extent that Amylin has such rights under the Rockefeller License and may not be extended Amgen Agreement with respect thereto and can convey such rights to ERSShionogi. (d) In Each Party shall promptly notify the event EC brings other Party upon becoming aware of any potential Third Party infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, of the furnishing of a power of attorney or being named as a partyLicensed Patent Rights. (e) Neither party Party shall have the right to settle enter into any patent infringement litigation settlement of any action under this Section 5.5 without the prior written consent of 6.2 that materially negatively affects the other partyParty’s rights or interests under this Agreement without such other Party’s written consent, which consent shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action withheld or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3delayed. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. (a) In the event that either EC or Tracr becomes aware of any infringement or threatened infringement of the CRISPR Patent Rights in the CRISPR Field or Tracr Field by a Third Party of any Patent Right, such Either party shall promptly notify the other party of any infringement of any LICENSED PATENTS; misappropriation of a trade secret or declaration of an interference proceeding relating to LICENSED PATENTS or LICENSED KNOW-HOW, and shall provide the other party with all available evidence relating thereto. AMGEN and ORTHO shall then consult with each other as to the best manner in writing which to that effectproceed. Tracr acknowledges thatAMGEN shall have the right, but not the obligation, to the extent that it is legally permitted bring, defend and maintain any appropriate suit or action. If AMGEN requests ORTHO to join AMGEN in such suit or action and ORTHO agrees to do so, CRISPR has the first right to bring ORTHO shall execute all papers and control any action or proceeding with respect to infringement of any CRISPR Patent Right within the CRISPR Field or the Tracr Fieldperform such other acts as may be reasonably required and may, at its own expense and option, be represented by counsel of its own choice. AMGEN shall pay ORTHO its reasonable expenses (including its attorney's fees) in connection with any such suit or action. Should AMGEN lack standing to bring any such action, subject then AMGEN may cause ORTHO to Section 5.5(f) of this Agreement do so upon first undertaking to indemnify and Section 5.5(e) of the CRISPR License. If the infringement of the CRISPR Patent Rights relates hold ORTHO harmless (to the Tracr Fieldextent permissible by law) from all consequent liability and to promptly reimburse all reasonable expense (including attorney fees) stemming therefrom. In the event AMGEN fails to take action with respect to such matters within a reasonable period, Tracr not more than six (6) months, following receipt of such notice and evidence, ORTHO shall have the right if it choosesright, but not the obligation, to bring, defend and maintain any appropriatesuit or action. If ORTHO finds it necessary to join the proceedings on its own accordAMGEN in such suit or action, AMGEN shall execute all papers and perform such other acts as may be reasonably required and may, at its own expenseoption, to be represented by counsel of its choice. ORTHO shall pay to AMGEN the reasonable expenses of AMGEN (including its attorney's fees) in connection with any such suit or action. Absent an agreement between the parties to jointly bring any action or suit hereunder and share the expenses thereof, any amount recovered in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to ERS. (b) If the infringement of the CRISPR Patent Rights is solely in the Tracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding with respect to infringement in the Tracr Field within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Tracr shall have the right to bring and control any such action solely with respect to such infringement in the Tracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) to ERS. (c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding pursuant to Section 5.5(b) as to whether or not Tracr will bring such action or proceeding. If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, suit shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3bearing its expenses thereof. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.