Common use of Patent Infringement Clause in Contracts

Patent Infringement. 18.1 If LICENSEE learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE 6.1 In the event that AMT learns of the substantial infringement of any patent licensed under this AgreementLicensed Patent Rights by the manufacture, LICENSEE use or sale of a product in the Field, AMT shall call THE REGENTS' attention thereto so inform TGC in writing within thirty (30) days after so learning and shall provide THE REGENTS TGC with reasonable evidence of such infringement. Neither party . 6.2 As between the parties, TGC shall notify a third party have the first right but not the obligation to prosecute such infringement of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Licensed Patent Rights. Such request shall be made in writing and shall include reasonable evidence of In the event such infringement and damages relates specifically to LICENSEE. If the infringing activity has not abated within ninety (90) days following manufacture, use or sale of a product in the effective date of requestField, THE REGENTS then AMT shall have the right to: (a) commence suit on its own account, or (b) refuse but not the obligation to participate in the suit; such infringement litigation and THE REGENTS shall give notice be represented by counsel of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, choice at its own expense. In the event TGC notifies AMT that it will not bring such action as it relates specifically to the manufacture, if use or sale of a product in the Field, AMT at it is own expense shall have the right to bring such action and only if THE REGENTS elects not shall cause TGC to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the be joined in such action in jurisdictions where it is necessary for TGC to be named in order for AMT to have standing in such infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. Iflitigations; provided, however, LICENSEE elects that AMT shall allow TGC to bring participate and be represented by counsel of its own choice at AMT’s sole expense. AMT shall not nor shall AMT cause TGC to settle or compromise any such suit in accordance with this paragraph, THE REGENTS may thereafter join a manner that suit at its own expenseimposes any obligations or restrictions on TGC or grants any License Patent Rights without TGC’s written permission. 18.3 Such 6.3 Each party shall, at the request and expense of the party initiating such suit, cooperate in all respects, including being joined as a named party, and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. No such suit shall be settled by a party in any manner which diminishes the rights of the other party hereto under this Agreement without the written agreement of both parties. 6.4 Any legal action as is decided on against a third party under this Section 6 shall be at the expense of the party bringing on account of whom suit is brought and all recoveries recovered thereby shall belong first be allocated to reimburse the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense expenses of the parties and all on a pro rata basis, after which, when the infringement relates to the manufacture, use or sale of a product in the Field,, any remaining recoveries shall be shared jointly by them belong to AMT and AMT shall pay TGC royalty amounts set forth in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any Section 4 on such remaining recoveries recovered by LICENSEE in as if such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesrecoveries were Net Sales. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 8.1 If LICENSEE either party learns of the substantial an infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a Patent by a third party, using HPBCD in the promotion or sale of a product substantially similar to a Product, the party learning of the alleged infringement of any of Regents' Patent Rights without first obtaining consent of shall promptly inform the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence 8.1.1 In case of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of requestan infringement, THE REGENTS then ▇▇▇▇▇▇▇ shall have the right to: (a) commence suit on but not the obligation), in its own account, or (b) refuse to participate in the suit; name and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expensecost, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if either bring an enforcement action to stop the alleged infringement occurred during or settle with the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suitalleged infringer; provided, however, that legal no such settlement shall diminish or otherwise affect THERAVANCE’s rights hereunder, unless THERAVANCE gives its prior written consent. THERAVANCE will give reasonable assistance to ▇▇▇▇▇▇▇ in such action brought jointly by THE REGENTS against a third party, including making available to ▇▇▇▇▇▇▇ records, information and LICENSEE and fully participated evidence relevant to the infringement and, if necessary, being named a party in by both such action. All sums awarded or received in settlement of such suit shall be at the joint expense equally divided between ▇▇▇▇▇▇▇ and THERAVANCE, after having reimbursed both parties for all reasonable out of the parties and all recoveries shall be shared jointly by them pocket expenses incurred in proportion bringing or assisting in such action. 8.1.2 Whenever ▇▇▇▇▇▇▇ elects not to the share take action against such infringement within a reasonable period of expense paid by each party. If LICENSEE pays all legal expenses, it shall time not to exceed three (3) months THERAVANCE will have the right but not the obligation to offset one half of take action in its out-of-pocket legal expenseown name, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for at its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the own expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented and by counsel of its choice own choice. ▇▇▇▇▇▇▇ will give all reasonable assistance in taking such action, including being a named party and making available to THERAVANCE records, information and evidence relevant to the infringement. THERAVANCE will be entitled to all recovery monies awarded or received in settlement of such suit. Any out of pocket expenses incurred by ▇▇▇▇▇▇▇ in assisting THERAVANCE in such action will be reimbursed by THERAVANCE out of the recovery monies awarded or received. Whenever THERAVANCE so elects to take action ▇▇▇▇▇▇▇ will at any time be entitled to be represented in such action at its own cost and by counsel of its own choice. THERAVANCE will in no event settle or consent to a judgement or other final disposition of a suit brought without the prior written approval of ▇▇▇▇▇▇▇, which shall not unreasonably be withheld. Furthermore, whenever during such action, the infringing party would invoke a declaration of invalidity of the Patents, ▇▇▇▇▇▇▇ will be entitled to take over the direction of the suit. 8.1.3 In the event that all of the claims included within the Patents under which THERAVANCE is developing, registering, or selling the Product shall be held invalid or not infringed by LICENSEEa court of competent jurisdiction, whether or not there is a conflicting decision by another court of jurisdiction, THERAVANCE may pay the royalties which would have otherwise been due under the Patent on sales covered by such claims into an escrow account until such judgement shall be finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction of higher authority, in which event royalty payments shall be resumed and the full amount in escrow shall become due and payable. In the event the judgement is upheld, the full escrow amount will revert to THERAVANCE and no further royalties under the Patents will be due. 8.2 THERAVANCE shall be responsible at its own cost and responsibility to defend against any claim or allegation that the development, manufacturing or commercialisation of the Product infringes a third party patent.

Patent Infringement. 18.1 If LICENSEE learns 16.1. In the event that Licensee shall learn of the substantial infringement of any patent {00055541.1 / 002795} licensed under this AgreementAgreement in the Licensed Field, LICENSEE Licensee shall call THE REGENTS' attention thereto notify Rutgers in writing within thirty (30) days after so learning and shall provide THE REGENTS Rutgers with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' Rutgers’ Patent Rights in the Licensed Field, without first obtaining consent of the other partyParty, which consent shall not be unreasonably denied, provided that for purposes of this Section, Licensee’s Sublicensees shall not be deemed to be “third parties” as that term used herein. Both parties shall use reasonable their diligent efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 16.2. Licensee may request that THE REGENTS Rutgers take legal action against the infringement of Regents' Rutgers’ Patent RightsRights in the Licensed Field. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then Rutgers shall have the right to: (a) to commence suit on its own account, or (b) account or refuse to participate commence such suit. However, in the suit; and THE REGENTS event Rutgers elects to bring suit in accordance with this paragraph, Licensee may thereafter join such suit at its own expense. Rutgers shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEELicensee. LICENSEE However, Licensee may thereafter bring suit for patent infringement, at infringement in its own expense, name and if required for standing purposes in the name of Rutgers if and only if THE REGENTS elects not Rutgers refuses to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event Licensee elects to bring suit in accordance with this paragraph, THE REGENTS Rutgers may thereafter join that such suit at its own expense. 18.3 . Such legal action as is decided on upon shall be at the expense of the party bringing on account of whom suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesis brought. 18.4 16.3. Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought for out-of-pocket expenses. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS . Each party may be represented by counsel of its choice in at its own expense. Any recovery or damages or settlement amounts derived from any suit brought by LICENSEEsuch action shall first be applied to reimburse each party for the total cost of such action, with the remainder to be allocated among the parties as follows: the party bringing the action shall receive from the other party, and the other party shall assign to the party bringing the action eighty percent (80%) of such remainder, and the other party shall receive from the party bringing the action, and the party bringing the action shall assign twenty percent (20%) of such remainder to the other party.

Patent Infringement. 18.1 If LICENSEE 21.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the substantial infringement of potential commercial significance of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty the knowledgeable party will provide the other (30i) days after so learning with written notice of such infringement and provide THE REGENTS (ii) with reasonable any evidence of such infringementinfringement available to it (the “Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of any of Regents' Patent Rights without first obtaining consent of the other partyother. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, which consent shall not be unreasonably deniedthen Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 21.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both parties shall The Regents and the Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. 21.2 If the infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the effective date of requestthe Infringement Notice takes effect, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE Licensee may thereafter bring institute suit for patent infringement, infringement against the infringer (itself and/or through a designee). The Regents may voluntarily join such suit at its own expense, if and only if THE REGENTS elects but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case Noinfringement that are the subject of the Licensee’s suit or any judgment rendered in that suit. SD97-026 and if the infringement occurred during the period and The Licensee may not join The Regents in a jurisdiction where LICENSEE had exclusive rights under this Agreementsuit initiated by the Licensee without The Regents’ prior written consent. If, howeverin a suit initiated by the Licensee, LICENSEE elects to bring suit in accordance with this paragraphThe Regents is involuntarily joined other than by the Licensee, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at then the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than Licensee will pay [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable ] costs incurred by The Regents arising out of such suit, including but not limited to, [***] legal expensesfees of counsel that The Regents selects and retains to represent it in the suit. 18.4 21.3 If, within a hundred and eighty (180) days following the date the Infringement Notice takes effect,, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. 21.4 Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law), then the party in receipt of such notice under the Act (in the case of The Regents to the extent of the actual knowledge of the licensing officer responsible for the administration of this Agreement) shall provide the Infringement Notice to the other party promptly. If the time period is such that the Licensee will lose the right to pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within forty-five (45) days of the date of such notice under the Act to either party. 21.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the party initiating and leading the suit will receive [***] of the recovery and the other party will receive [***] of the recovery; and (b) for any recovery for willful infringement, each party will receive [***] of the recovery. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 21 (Patent Infringement). 21.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 21.7 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall who initiated the suit (unless such suit is being jointly prosecuted by the parties). 21.8 Any litigation proceedings will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEEthe Licensee.

Patent Infringement. 18.1 If LICENSEE learns 15.1 Licensee shall inform Licensor promptly in writing of any alleged infringement of the substantial Patent Rights by a third party and of any available evidence thereof. 15.2 During the term of this Agreement, Licensee shall have the right, but shall not be obligated, to prosecute at its own expense all infringements of the Patent Rights in the Field and in the Territory if Licensee has notified Licensor in writing of its intent to prosecute; provided, however, that such right to bring such an infringement action shall remain in effect only for so long as the license granted herein remains exclusive. In furtherance of such right, Licensor hereby agrees that Licensee may include Licensor as a party plaintiff in any such suit, without expense to Licensor. The total cost of any such infringement action commenced or defended solely by Licensee shall be borne by Licensee and Licensor shall receive a percentage of any recovery or damages for past infringement derived therefrom which is equal to the percentage royalty due Licensor under Article 4. Licensee shall indemnify Licensor against any order for costs that may be made against Licensor in such proceedings. 15.3 If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify Licensor at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, Licensor shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensor may, for such purposes, use the name of Licensee as party plaintiff. Licensor shall bear all costs and expenses of any such suit. In any settlement or other conclusion, by litigation or otherwise, Licensor shall keep any recovery or damages for past infringement derived therefrom. 15.4 In the event that a declaratory judgment action alleging invalidity or infringement of any patent licensed under this Agreementof the Patent Rights shall be brought against Licensor, LICENSEE Licensee, at its option, shall call THE REGENTS' attention thereto in writing have the right, within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence commencement of such infringement. Neither party shall notify a third party action, to intervene and take over the sole defense of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be 15.5 In any infringement suit either party may institute to enforce the Patent Rights pursuant to this Agreement, the other party shall, at the request and expense of the party bringing suit and initiating such suit, cooperate in all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expenserespects and, to the extent they exceed any recoveries recovered by LICENSEE in such legal actionpossible, against any earned royalties payable under Paragraph 6.1; providedhave its employees testify when requested and make available relevant records, howeverinformation, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensessamples, specimens, and other evidence upon request. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE 19.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the substantial infringement of potential commercial significance of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty the knowledgeable party will provide the other (30i) days after so learning with written notice of such infringement and provide THE REGENTS (ii) with reasonable any evidence of such infringementinfringement available to it (the “Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of any of Regents' Patent Rights without first obtaining consent of the other partyother. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, which consent shall not be unreasonably deniedthen Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 19.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both parties shall The Regents and the Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. 19.2 If the infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the effective date the Infringement Notice takes effect, then the Licensee may institute suit for patent infringement against the infringer. The Regents may voluntarily join such suit, but may not otherwise commence suit against the infringer for the acts of infringement that are the subject of the Licensee’s suit or any judgment rendered in that suit. The Licensee may not join The Regents as a party in a suit initiated by the Licensee without The Regents’ prior written consent. If The Regents joins a suit initiated by the Licensee, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 19.3 If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in that suit. 19.4 Notwithstanding anything to the contrary in this Agreement, in the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law), then the party in receipt of such notice under the Act (in the case of The Regents to the extent of the actual knowledge of the licensing officer responsible for the administration of this Agreement) shall provide the Infringement Notice to the other party promptly. If the time period is such that the Licensee will lose the right to pursue legal remedy for infringement by not notifying a third party or by not filing suit, the notification period and the time period to file suit will be accelerated to within forty-five (45) days of the date of requestsuch notice under the Act to either party. 19.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee, THE REGENTS then shall have the right toany recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (aA) commence suit on its own account, orfor any recovery other than amounts paid for willful infringement: (bi) refuse to participate The Regents will receive of the recovery if The Regents was not a party in the suit; litigation and THE REGENTS shall give notice of its election in writing to LICENSEE by the end did not incur any litigation costs; (ii) The Regents will receive of the one-hundredth recovery if The Regents was a party in the litigation, but The Regents did not incur any litigation costs; and (100thiii) day after receiving notice The Regents will receive of such request from LICENSEEthe recovery if The Regents incurred any litigation costs in connection with the litigation. (B) for any recovery for willful infringement, The Regents will receive of the recovery. LICENSEE may thereafter bring In any suit for initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, at its own expense, if validity and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and enforceability (but no other issue) resolved by any adjudicated judgment in a jurisdiction where LICENSEE had exclusive rights under suit brought in compliance with this Article 19 (Patent Infringement). 19.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 19.7 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall who initiated the suit (unless such suit is being jointly prosecuted by the parties). 19.8 Any litigation proceedings will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEEthe Licensee.

Patent Infringement. 18.1 (a) If LICENSEE learns of the any substantial infringement of any patent licensed under this AgreementPatent Rights, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning inform UNIVERSITY and provide THE REGENTS UNIVERSITY with reasonable evidence of such the infringement. Neither party UNIVERSITY nor LICENSEE shall notify a third party Third Party of the infringement of any of Regents' Patent Rights without first obtaining the consent of the other party, which consent shall not be unreasonably deniedother. Both parties UNIVERSITY and LICENSEE shall use reasonable efforts in and cooperation with each other to terminate infringement without litigation. 18.2 (b) LICENSEE may request that THE REGENTS UNIVERSITY to take legal action against such Third Party for the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of LICENSEE’s request, THE REGENTS then UNIVERSITY shall have the right to: (a) to commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS . UNIVERSITY shall give notice of its election to commence suit in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may elect to join in that suit at its own expense. Should UNIVERSITY not commence suit on its own account, LICENSEE may thereafter bring suit for patent infringement, infringement at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had has an exclusive rights license under this Agreement. If, however, If LICENSEE elects to bring suit in accordance with this paragraphsuit, THE REGENTS UNIVERSITY may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party (UNIVERSITY or LICENSEE) bringing suit; provided, however, that legal action suit and bearing the expenses of the litigation. Legal actions brought jointly by THE REGENTS UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party (d) UNIVERSITY and LICENSEE shall cooperate with the each other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS either party may be represented by counsel of its choice in any suit brought by LICENSEEthe other party.

Patent Infringement. 18.1 11.1 If LICENSEE either party learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE then such party shall call THE REGENTS' the other party’s attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS such other party with reasonable evidence of such infringement. Neither party shall will notify a third party of the infringement of any of Regents' Licensor’s Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied, conditioned or delayed. Both parties shall use their commercially reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE 11.2 Licensee may request that THE REGENTS Licensor take legal action against the infringement of Regents' Licensor’s Patent Rights. Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety (90) 90 days following the effective date of request, THE REGENTS then shall have Licensor has the right to: (a) 11.2.1 commence suit on its own account, ; or (b) 11.2.2 refuse to participate commence suit, in the suit; and THE REGENTS which case Licensor shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) 100th day after receiving notice of such written request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS if, Licensor elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. If, however, LICENSEE If Licensee elects to bring suit in accordance with this paragraphParagraph 11.2, THE REGENTS then Licensor may thereafter at its option join that suit at its own expense. However, if licensor does not voluntarily join the suit, Licensor agrees to be joined as a party to the suit at the request of the licensee. In such an event, licensee will pay the costs involved in joining the Licensor to the suit. Each party agrees not to bring suit for patent infringement without following the procedures of this Paragraph 11.2, and both parties agree to be bound by an order of a court for patent infringement, patent infringement issues and patent infringement defenses as determined through such a suit under this Paragraph 11.2. 18.3 Such 11.3 If Licensor elects not to commence suit, legal action as is decided on shall will be at the Licensee’s expense of the party bringing suit and Licensee shall retain all recoveries damages recovered thereby shall belong to the party bringing suit; providedthereby. Otherwise, however, that legal action brought jointly by THE REGENTS and LICENSEE Licensor and fully participated in by both shall parties will be at the joint and equal expense of the parties and all recoveries shall from such a suit will first be shared jointly by them in proportion applied to the share litigation costs and fees of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesparties bringing suit. 18.4 11.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS Licensor may be represented by counsel of its choice in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 If LICENSEE learns 16.1 In the event that either Party shall learn of the substantial infringement of any patent licensed under this Agreementin UABRF Patent Rights, LICENSEE such Party shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and shall provide THE REGENTS the other Party with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' UABRF Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts diligently and in cooperation good faith cooperate with each other in seeking to terminate such infringement without litigation. 18.2 16.2 LICENSEE may request that THE REGENTS UABRF take legal action against the infringement of Regents' UABRF Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and actual or potential damages to LICENSEE. If the infringing Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. activity has not been abated within ninety [***] (90[***]) days following the effective date of such request, THE REGENTS then UABRF shall have the right to: (a) to commence suit on its own account, or (b) ; or refuse to participate in the such suit; and THE REGENTS . UABRF shall give notice of its election in writing to LICENSEE by the end of the one-hundredth [***] (100th[***]) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at infringement in its own expensename, if and only if THE REGENTS UABRF elects not to commence suit Exclusive License Agreement Page 18 or fails to respond to LICENSEE’S request by the end of 25 Case No. SD97-026 the [***] ([***]) day and if the infringement occurred during the period and in a jurisdiction where LICENSEE had has exclusive rights under this Agreement. IfHowever, however, in the event LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS UABRF may thereafter join that such suit at its own expense. LICENSEE shall have the right to join any such litigation brought by UABRF at LICENSEE’s cost and expense and with counsel of LICENSEE’s choice. 18.3 16.3 In the event of a potential infringement of UABRF Patent Rights under the Drug Price Competition and Patent Term Restoration Act of 1984 (Public Law 98-417), or in the event that action must be taken in order to preserve the rights of the parties to take action against infringers, the required notice periods set forth in Section 16.2 hereinabove shall be replaced by the time periods necessary to preserve the right to take legal action against such infringement. 16.4 Such legal action as is decided on upon shall be at the expense of the party bringing on account of whom suit is brought and with the exception of Paragraph 16.6 herein all recoveries recovered thereby shall belong to the party bringing suitsuch party; provided, however, that legal action brought jointly by THE REGENTS UABRF and LICENSEE and fully participated in by both shall be at the joint expense of the parties Parties and all recoveries shall be applied first toward full (or proportional, if the recovery is insufficient to reimburse fully) reimbursement of the legal fees and expenses incurred by each party relating to the suit, and the balance remaining from any such recoveries shall be shared jointly by them in proportion to the share of expense reasonably paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 16.5 Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS UABRF may be represented by counsel of its choice in any suit brought by LICENSEE. 16.6 In the event that LICENSEE shall undertake the enforcement and/or defense of any UABRF Patent Rights by litigation, LICENSEE may withhold the royalties (including the annual minimum royalty payments) otherwise due UABRF during the pendency of such litigation. Any recovery of damages by LICENSEE for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to the suit, and, second, toward reimbursement of UABRF for any royalties withheld and applied pursuant to this paragraph 16.

Patent Infringement. 18.1 If LICENSEE learns of 3.1 Each party will notify the substantial other promptly in writing when any infringement of PATENT RIGHTS by another is uncovered or suspected. 3.2 Subject to Paragraph 3.4 below, Company shall have the first right (through itself or others) to enforce any patent licensed under this Agreementwithin the PATENT RIGHTS against any infringement or alleged infringement thereof and/or to defend any declaratory judgment action with respect thereto, LICENSEE and shall call THE REGENTS' attention thereto at all times keep JHU informed as to the status thereof. Company may, in sole judgment and at its own expense, institute suit against any such infringer or alleged infringer and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account, any damages, awards or settlements resulting therefrom, subject to Paragraph 3.5. This right to ▇▇▇ for infringement shall not be used in an arbitrary or capricious manner. JHU shall reasonably cooperate in any such litigation at Company’s expense, including without limitation, by joining as a party plaintiff and executing such documents as Company may request. 3.3 If Company elects not to enforce any patent within the PATENT RIGHTS, then it shall so notify JHU in writing within thirty (30) days after so learning [ * ] months of receiving notice that an infringement exists, and provide THE REGENTS JHU may, in its sole judgment and at its own expense, take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other partyterms and provisions hereof, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of requestrecover, THE REGENTS then shall have the right to: (a) commence suit on for its own account, orany damages, awards or settlements resulting therefrom. (b) refuse 3.4 JHU shall have the first right to participate enforce any patent rights granted under the JHU/NIH MELANOMA PATENT APPLICATION. Company shall only have the right to enforce patent rights granted under the JHU/NIH MELANOMA PATENT APPLICATION if both JHU and PHS elect not to enforce such rights, whether jointly or separately. In no such event shall Company take any action to compel PHS to initiate or join in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring any suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong except to the extent possible under the JHU/PHS agreement. Should PHS be made a party bringing suit; providedto any suit as a result of Company action, howeverCompany shall pay all costs, that legal action brought jointly fees, and expenses incurred by THE REGENTS PHS, including all costs, fees, and LICENSEE and fully participated in expense incurred by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each partyopposing any such action. If LICENSEE pays all legal expenses, it PHS shall have the right (but not the obligation) to offset one half join in any suit brought by the Company. 3.5 Any recovery by Company of its compensatory (i.e., non-punitive damages net of legal fees and out-of-pocket legal expense, to costs of the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable ) under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation 3.2 or 3.4 shall be controlled deemed to reflect loss of commercial sales, and Company shall pay to JHU the applicable royalty rate on infringing NET SALES. Infringing NET SALES shall be determined by and calculated from the party bringing amount of infringing sales on which the suitaward of compensatory damages is based. With respect to any recovery of punitive damages with respect to royalty-bearing products, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEECompany shall pay to JHU an amount equal to [ * ] thereof.

Patent Infringement. 18.1 If LICENSEE learns of (a) During the substantial infringement TERM, ADAPTIMMUNE shall notify LTC in writing as soon as reasonably practical of any patent licensed under known or suspected infringement or unauthorized use or misappropriation by ***, any of its ***, and/or any *** of any LICENSED PATENTS in the FIELD that is discovered, and promptly shall provide LTC with all non-privileged, non-confidential information supporting said infringement, suspected infringement or unauthorized use or misappropriation. (b) In the case such known or suspected infringement or unauthorized use or misappropriation is by a THIRD PARTY and is not based on activities authorized or occurring prior to the EFFECTIVE DATE of this AgreementSUB-LICENSE as described in Section 6.5, LICENSEE then ADAPTIMMUNE and LTC shall call THE REGENTS' attention thereto confer with each other in writing within good faith regarding such alleged infringing activities and preserving and/or defending the exclusive rights granted hereunder to ADAPTIMMUNE. (c) In the event that LTC determines, in its sole reasonable discretion, that it wishes to obtain additional information from ADAPTIMMUNE to investigate such matter, then prior to the disclosure of any privileged or confidential information to LTC regarding such matter, ADAPTIMMUNE will enter into an agreement with LTC that is acceptable to LTC in order to protect any such privilege and the parties interests related thereto. Upon entering into such agreement, LTC shall have the right to request opinion of counsel from ADAPTIMMUNE detailing such alleged infringement and any specific information about such known or suspected infringement or unauthorized use or misappropriation, and LTC shall pay for *** the cost of obtaining each such opinion of counsel. LTC may use such information to determine, at its sole reasonable discretion, what, if any, action or communications to pursue against such THIRD PARTY. ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (d) LTC shall have the right hereunder to share such information provided by ADAPTIMMUNE with the PARENT LICENSORS. (e) If required by law for LTC or the PARENT LICENSORS to bring or maintain any infringement action in the FIELD against any *** or any ***, ADAPTIMMUNE shall join any infringement action brought or intended to be brought by LTC or the PARENT LICENSORS upon LTC’s or the PARENT LICENSORS’ reasonable request, with ADAPTIMMUNE represented therein by its own counsel of its own sole selection, at reasonable cost to LTC and/or the PARENT LICENSORS (as applicable). ADAPTIMMUNE shall reasonably cooperate, in any enforcement action, in accordance with terms and conditions specified by LTC and/or the PARENT LICENSORS (as applicable), with it agreed that in such cooperation, ADAPTIMMUNE represented therein by its own counsel of its own sole selection, at reasonable cost to LTC and/or the PARENT LICENSORS (as applicable). (f) Specifically with respect only to known or suspected infringement activities by a *** in the FIELD that ADAPTIMMUNE can reasonably demonstrate has or will cause non de minimis monetary harm or damage to ADAPTIMMUNE in the FIELD, and ADAPTIMMUNE provides written notice to LTC which specifically details such harm or damage (“HARM NOTICE”), then in the event that: (a) ninety (90) days has passed from the date of receipt by LTC of ADAPTIMMUNE’s HARM NOTICE, or (b) thirty (30) days after so learning has passed from the date of LTC’s receipt of opinion of counsel as specified in Section 11.1(c), whichever is later, LTC or the PARENT LICENSORS has not caused such infringement to cease and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of desist or LTC or the infringement of PARENT LICENSORS has not taken or continued pursuing any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the THIRD PARTY with respect to same (including without limitation, LTC or the PARENT LICENSORS issuing cease and desist notices with pursuing the matter to obtaining cease and desist or a non-appealable judicial resolution), then all monies or payments or other consideration then due and owing by ADAPTIMMUNE to LTC hereunder shall be *** of what otherwise would be due and payable hereunder (“Modified Financial Obligations”) by LTC and ADAPTIMMUNE shall only be liable to pay to LTC the Modified Financial Obligations, without any breach or termination of this SUB-LICENSE or penalty hereunder. ADAPTIMMUNE shall continue to only be liable to LTC as to the Modified Financial Obligations until such time as LTC or the PARENT LICENSORS has caused such infringement to cease or desist or become non-infringement (by obtaining cease and desist, or the THIRD PARTY, subject to agreement by ADAPTIMMUNE enters into a sub-sublicense or becomes a designee hereunder pursuant to Section 2.6, or a non-appealable judicial resolution is obtained), at which time and thereafter until another HARM NOTICE and event(s) as above-described triggers again the Modified Financial Obligations, ADAPTIMMUNE shall again be liable to LTC under the original financial obligations specified herein. ADAPTIMMUNE’s failure to so perform the original financial obligations specified herein shall be considered to be a breach by ADAPTIMMUNE of this SUB-LICENSE. (g) In the event that LTC or the PARENT LICENSORS enters into any license agreement with any THIRD PARTY with respect to any of the LICENSED PATENTS in the FIELD, including in settlement of any known or suspected infringement or any action or proceeding for infringement—regardless of whether commenced by LTC, the PARENT LICENSORS or ADAPTIMMUNE—on any terms more favorable than those herein, those more favorable terms shall be immediately applicable to ADAPTIMMUNE and this SUB-LICENSE shall be amended to incorporate those more favorable terms. 11.2 In the event that a THIRD PARTY at any time provides written notice of a claim to, or brings an action, suit, or proceeding against, ADAPTIMMUNE or any of its AFFILIATES, claiming infringement of Regents' Patent Rights. Such request its patent rights or unauthorized use or misappropriation of its know-how, based on an assertion or claim arising out of the development, use, manufacture, distribution, importation or sale of LICENSED T CELL PRODUCTS or LICENSED T CELL METHODS, ADAPTIMMUNE shall be made in writing and shall include reasonable evidence promptly notify LTC of the claim or the commencement of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of requestaction, THE REGENTS then shall have the right to: (a) commence suit on its own accountor proceeding, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end enclosing a copy of the one-hundredth (100th) day after receiving notice of such request from LICENSEEclaim and/or all papers served. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit Portions of this page have been omitted pursuant to a request for its creditable legal expenses. 18.4 Each party shall cooperate Confidential Treatment and filed separately with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEECommission.

Patent Infringement. 18.1 (a) If LICENSEE either Party learns of the any substantial infringement of any patent licensed under this AgreementPatent Rights, LICENSEE such Party shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning reasonably promptly inform the other Party and provide THE REGENTS the other Party with reasonable any available evidence of such the infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining the consent of the other party, which consent shall not be unreasonably denied. Both parties Parties shall use reasonable efforts in and cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE (b) From and after the Effective Date, Licensee shall have the first right, but not the obligation, to enforce Patent Rights against any actual, alleged or threatened infringement or misappropriation by third parties in the Territory, at Licensee’s sole expense. In the event Licensee elects to bring and prosecute such an action, Cornell shall reasonably assist Licensee and cooperate in any such action at Licensee’s request (and Licensee shall reimburse all reasonable, documented, out-of-pocket expenses incurred by Cornell in connection therewith), and Licensee shall seek and reasonably consider Cornell’s comments before determining the strategy. Without limiting the foregoing, Licensee shall keep Cornell advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Cornell copies of and an opportunity to review and comment on any such material communications, filings and submissions. Licensee shall not settle, or consent to any judgment in, any action under this Paragraph 5.2(b) without Cornell’s prior written consent, not to be unreasonably withheld or delayed. (c) From and after the Effective Date, Cornell may request that THE REGENTS Licensee take legal action against a third party for the infringement of Regents' Patent RightsRights in the Field and within the Territory. Such request shall be made in writing and shall include reasonable any available evidence of such infringement and damages to LICENSEEdamages. If the infringing activity has not abated within ninety (90) days following the effective date of Cornell’s request, THE REGENTS then Licensee shall have the right to: (a) elect to or not to commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS . Licensee shall give notice of its election in writing to LICENSEE Cornell by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEECornell. LICENSEE Cornell may thereafter bring suit for patent infringement, infringement and any related claims at its own expense, if expense and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case NoLicensee will cooperate with Cornell. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE If Cornell elects to bring suit in accordance with and prosecute such an action, then Cornell shall seek and reasonably consider Licensee’s comments on strategy. Without limiting the foregoing, Cornell shall keep Licensee advised of all material communications, actual and prospective filings or submissions regarding such action, and shall provide Licensee copies of and an opportunity to review. Cornell shall not settle, or consent to any judgment in, any action under this paragraphParagraph 5.2(c), THE REGENTS may thereafter join that suit at its own expensewithout Licensee’s prior written consent, not to be unreasonably withheld or delayed. 18.3 Such legal action as is decided on shall be at the expense of the party bringing (d) Any recovery or settlement received in connection with any suit and all recoveries recovered thereby shall belong brought pursuant to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than Paragraphs 5.2(b) or 5.2(c) will [***].[***].[***]. Any unused credit may Cornell and Licensee agree to be carried forward until LICENSEE has received full credit for its creditable legal expensesbound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Paragraph 5.2. 18.4 (e) Notwithstanding 5.2(d), any agreement made by Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Paragraph 2.2 (Sublicense) of this Agreement. (f) Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit. CRF and/or Cornell may be represented by counsel of its choice at its own expense in any suit brought by Licensee. For the sake of clarity, except that THE REGENTS each party may be represented by counsel of its choice in any suit brought against them by LICENSEEthe alleged infringer.

Patent Infringement. 18.1 If LICENSEE learns (a) In the event that EMORY or INSTITUTION becomes aware of the substantial infringement or claim of infringement of any patent licensed within any territory under this Agreementthe PATENT RIGHTS, LICENSEE each shall call THE REGENTS' attention thereto inform the other in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEEall details available. If the infringing activity has PATENT RIGHTS have not abated within ninety (90) days following already been licensed, the effective date parties shall confer with the intent of request, THE REGENTS then shall have the right to: (a) commence suit reaching mutual agreement on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period whether and in a jurisdiction where LICENSEE had exclusive what manner to enforce the rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties thereto, whether by appropriate legal proceedings or otherwise (including, without limitation, the settlement or abandonment of any claim either party may have against any third party). EMORY and INSTITUTION shall share all recoveries costs relating to any such agreed upon enforcement action in the same proportions as the parties will share revenues under Section 4 herein. Any sums recovered with respect to any such action shall be shared jointly by them in proportion applied first to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its reimburse out-of-pocket legal expenseexpenses incurred by EMORY and INSTITUTION relating to the enforcement action and the remaining sums shall be deemed NET REVENUES hereunder and shall be shared by the parties as set forth in Section 4 above. (b) If either EMORY or INSTITUTION elects not to enforce or to continue to enforce the PATENT RIGHTS, it shall notify the other in writing. Under such circumstances, the other party, may elect to prosecute the infringers at its sole expense provided that (i) the party electing to prosecute shall pay all costs and expenses arising out of such prosecution, (ii) the party electing to prosecute shall not have any right to surrender the non-prosecuting party’s rights or to grant any infringer any rights other than a license subject to the conditions of Article 3 herein, and (iii) any sums recovered with respect to any such action shall be applied first to reimburse out-of-pocket expenses incurred by the parties relating to the enforcement action and the remaining sums, including NET REVENUES, shall be shared by the parties in proportion to their financial contribution toward the enforcement action. In any infringement suit instituted to enforce the PATENT RIGHTS pursuant to this AGREEMENT, both parties shall, at the request and expense of the party initiating such suit, make a reasonable effort to cooperate in all respects and, to the extent they exceed any recoveries recovered by LICENSEE in such legal actionpossible, against any earned royalties payable under Paragraph 6.1; providedhave its employees testify when requested and make available relevant records, howeverpapers, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesinformation, samples, and the like. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 8.1 If LICENSEE either party learns of the substantial an infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a Patent by a third party, using HPBCD in the promotion or sale of a product substantially similar to a Product, the party learning of the alleged infringement of any of Regents' Patent Rights without first obtaining consent of shall promptly inform the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence 8.1.1 In case of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of requestan infringement, THE REGENTS then ▇▇▇▇▇▇▇ shall have the right to: (a) commence suit on but not the obligation), in its own account, or (b) refuse to participate in the suit; name and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expensecost, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if either bring an enforcement action to stop the alleged infringement occurred during or settle with the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suitalleged infringer; provided, however, that legal no such settlement shall diminish or otherwise affect THERAVANCE's rights hereunder, unless THERAVANCE gives its prior written consent. THERAVANCE will give reasonable assistance to ▇▇▇▇▇▇▇ in such action brought jointly by THE REGENTS against a third party, including making available to ▇▇▇▇▇▇▇ records, information and LICENSEE and fully participated evidence relevant to the infringement and, if necessary, being named a party in by both such action. All sums awarded or received in settlement of such suit shall be at the joint expense equally divided between ▇▇▇▇▇▇▇ and THERAVANCE, after having reimbursed both parties for all reasonable out of the parties and all recoveries shall be shared jointly by them pocket expenses incurred in proportion bringing or assisting in such action. 8.1.2 Whenever ▇▇▇▇▇▇▇ elects not to the share take action against such infringement within a reasonable period of expense paid by each party. If LICENSEE pays all legal expenses, it shall time not to exceed three (3) months THERAVANCE will have the right but not the obligation to offset one half of take action in its out-of-pocket legal expenseown name, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for at its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the own expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented and by counsel of its choice own choice. ▇▇▇▇▇▇▇ will give all reasonable assistance in taking such action, including being a named party and making available to THERAVANCE records, information and evidence relevant to the infringement. THERAVANCE will be entitled to all recovery monies awarded or received in settlement of such suit. Any out of pocket expenses incurred by ▇▇▇▇▇▇▇ in assisting THERAVANCE in such action will be reimbursed by THERAVANCE out of the recovery monies awarded or received. Whenever THERAVANCE so elects to take action ▇▇▇▇▇▇▇ will at any time be entitled to be represented in such action at its own cost and by counsel of its own choice. THERAVANCE will in no event settle or consent to a judgement or other final disposition of a suit brought without the prior written approval of ▇▇▇▇▇▇▇, which shall not unreasonably be withheld. Furthermore, whenever during such action, the infringing party would invoke a declaration of invalidity of the Patents, ▇▇▇▇▇▇▇ will be entitled to take over the direction of the suit. 8.1.3 In the event that all of the claims included within the Patents under which THERAVANCE is developing, registering, or selling the Product shall be held invalid or not infringed by LICENSEEa court of competent jurisdiction, whether or not there is a conflicting decision by another court of jurisdiction, THERAVANCE may pay the royalties which would have otherwise been due under the Patent on sales covered by such claims into an escrow account until such judgement shall be finally reversed by an unappealed or unappealable decree of a court of competent jurisdiction of higher authority, in which event royalty payments shall be resumed and the full amount in escrow shall become due and payable. In the event the judgement is upheld, the full escrow amount will revert to THERAVANCE and no further royalties under the Patents will be due. 8.2 THERAVANCE shall be responsible at its own cost and responsibility to defend against any claim or allegation that the development, manufacturing or commercialisation of the Product infringes a third party patent.

Patent Infringement. 18.1 If LICENSEE 8.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the substantial infringement of potential commercial significance of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty the knowledgeable party will provide the other (30i) days after so learning with written notice of such infringement and provide THE REGENTS (ii) with reasonable any evidence of such infringementinfringement available to it (the “Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of any of Regents' ’ Patent Rights without first obtaining consent of the other partyother. If the Licensee puts such infringer on notice of the existence of any Regents’ Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, which consent shall not be unreasonably deniedthen Licensee's right to initiate a suit against such infringer for infringement under Paragraph 8.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both parties shall The Regents and the Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. 8.2 If the infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the effective date of requestthe Infringement Notice takes effect, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE Licensee may thereafter bring institute suit for patent infringement, infringement against the infringer. The Regents may voluntarily join such suit at its own expense, if and only if THE REGENTS elects but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case Noinfringement that are the subject of the Licensee’s suit or any judgment rendered in the suit. SD97-026 The Licensee may not join The Regents in a suit initiated by Licensee without The Regents’ prior written consent. If, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, then the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 8.3 If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute such suit for patent infringement occurred during against the period infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents consent and may not thereafter commence suit against the infringer for acts of infringement that are subject to The Regents suit or any judgment rendered in that suit. 8.4 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive five percent (5%) of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs, (ii) The Regents will receive twenty-five percent (25%) if The Regents was party in the litigation, but did not incur any litigation costs, including provisions of Paragraph 8.2 above, and (iii) The Regents will receive fifty percent (50%) of the recovery if The Regents incurred any litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, The Regents will receive fifty percent (50%) of the recovery. In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a jurisdiction where LICENSEE had exclusive rights under suit brought in compliance with this Article 8 (Patent Infringement). 8.5 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 8.6 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall who initiated the suit (unless such suit is being jointly prosecuted by the parties). 8.7 Any litigation proceedings will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEEthe Licensee.

Patent Infringement. 18.1 If (a) In the event that Cornell (to the extent of the actual knowledge of the licensing professional at CTL responsible for the administration of this Agreement) or LICENSEE learns of the substantial infringement of potential commercial significance of any patent licensed in the Patent Rights or in the Nonexclusive Patent Rights, the knowledgeable Party will provide the other Party with written notice of such infringement, which notice shall include any evidence of such infringement available to such Party. Within [***] after receipt of such notice, the Parties shall meet to discuss how to proceed with respect to such infringement. Each Party shall consider in good faith the input from the other Party, including without limitation to what extent an infringement action may be detrimental to the overall patent protection for Licensed Products. (b) During the period in which, and in the jurisdiction where, LICENSEE has exclusive rights under this Agreement, neither Cornell nor LICENSEE will notify a third-party (including the infringer) of infringement or put such third-party on notice of the existence of any Patent Rights prior to the meeting required by Paragraph 5.2(a). LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall not notify a third third-party (including the infringer) of infringement or put such third-party on notice of the infringement existence of any of Regents' Nonexclusive Patent Rights without first obtaining consent of the other Cornell. If LICENSEE gives notice to a third-party, which consent then LICENSEE shall not be unreasonably deniedpay or reimburse Cornell for any legal costs resulting from any declaratory judgment action, inter partes or post-grant review or similar proceeding arising from such notice. Both parties Cornell shall use reasonable efforts in cooperation with each other have the right to terminate this Agreement immediately without the obligation to provide [***] notice as set forth in Paragraph 7.1 if LICENSEE notifies a third-party of infringement without litigationor puts such third-party on notice of the existence of any patent or patent application in the Patent Rights or in the Nonexclusive Patent Rights with respect to such infringement in breach of this Paragraph 5.2(b). 18.2 (c) Following the meeting required by Paragraph 5.2(a), LICENSEE may request that THE REGENTS and the Sublicensees shall have the initial right to take legal action against such third-party for the infringement of Regents' any patent in the Patent RightsRights in the Field and within the Territory. LICENSEE shall keep Cornell promptly informed regarding the status of any such suit or action and shall provide Cornell with copies of all material documents (e.g., complaints, answers, counterclaims, material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. If LICENSEE or any Sublicensee elect to bring suit, Cornell may join that suit at its own expense. If required under applicable law in order for LICENSEE or its Sublicensees to initiate or maintain such suit, Cornell shall join as a party to the suit, at LICENSEE’s sole cost and expense. If, in a suit initiated by LICENSEE or its Sublicensees, Cornell is required to be or is otherwise involuntarily joined, LICENSEE will pay any costs incurred by Cornell arising out of such suit, including but not limited to, any reasonable legal fees of counsel that Cornell selects and retains to represent Cornell in the suit. (d) If LICENSEE (and any Sublicensees involved) do not take prompt legal action following the meeting required by Paragraph 5.2(a), or give notice to Cornell that they have elected not to pursue legal action and their reasoning for that decision, then Cornell may unilaterally take such legal action as ▇▇▇▇▇▇▇ ▇▇▇▇▇ appropriate. (e) LICENSEE may request Cornell to take legal action against such third-party for the infringement of any patent in the Nonexclusive Patent Rights in the Field and within the Territory. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has Cornell shall elect to or not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) to commence suit on its own account. If Cornell elects not to commence suit with respect to the Nonexclusive Patent Rights, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may not thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not infringement with respect to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseNonexclusive Patent Rights. 18.3 Such legal action as is decided on shall (f) Any recovery or settlement received in connection with any suit concerning a patent in the Patent Rights (i) first, will be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly shared by THE REGENTS Cornell and LICENSEE and fully participated in by both shall be at equally until the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its actual out-of-pocket legal expenselitigation costs of one of the Parties are fully recovered; (ii) next, shall be provided to the extent they exceed party that has not yet fully recovered its actual out-of-pocket litigation costs until all such costs are fully recovered; and (iii) finally, with respect to any recoveries recovered by remaining amount, shall then be shared between Cornell and LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may If, however, Cornell has no out of pocket costs, Cornell’s share of any remaining amount shall be carried forward until shared as follows: [***]. Cornell and LICENSEE has received full credit for its creditable legal expensesagree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Paragraph 5.2. 18.4 (g) Notwithstanding Paragraph 5.2(c), any agreement made by LICENSEE for purposes of settling any litigation or other dispute shall comply with the requirements of Paragraph 2.2. (h) Each party shall Party will cooperate with the other Party in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). (i) Any litigation proceedings will be controlled by the party Party bringing the suit, except that THE REGENTS Cornell may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE 14.1 In the event that either Party learns of the substantial infringement of any patent licensed CHARAK PATENT RIGHT under this AgreementAGREEMENT, LICENSEE that Party will promptly provide the other Party with notice and reasonable evidence of such infringement (“Infringement Notice”). Both Parties will use diligent efforts, in cooperation with each other, to terminate such infringement without litigation. 14.2 ROCKWELL shall call THE REGENTS' attention thereto have the right, but not the obligation, to institute, prosecute and control legal proceedings to prevent or restrain infringement or misappropriation of the CHARAK PATENT RIGHTS only with respect to infringing LICENSE PRODUCTS; and CHARAK agrees to join as a party to such legal proceedings as required. CHARAK agrees to assist as reasonably requested in writing the prosecution of such legal proceedings. ROCKWELL shall reimburse CHARAK for all reasonable expenses incurred in providing such assistance to ROCKWELL. If CHARAK joins as a party to any suit initiated by ROCKWELL pursuant to this Section 14.2, CHARAK shall, provided there is no conflict of interest with ROCKWELL or any other supervening right of CHARAK which may be or likely to be in issue, be represented by counsel approved by ROCKWELL which shall not be unreasonably withheld or delayed. 14.3 In the event ROCKWELL decides that it will not institute proceedings to prevent or restrain such infringement or misappropriation, CHARAK shall have the right, but not the obligation to institute, prosecute and control legal proceedings to prevent or restrain such infringement utilizing counsel of its own choice, at its expense. ROCKWELL agrees to assist as reasonably requested in the prosecution of such legal proceedings. CHARAK shall reimburse ROCKWELL for all reasonable and documented expenses incurred in providing such assistance. 14.4 All recoveries for legal action will be allocated in the following order: a) to each party reimbursement of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; b) only to the extent the recovery is derived from a legal action under Section 14.2, any remaining amount recovered by ROCKWELL shall be considered SUBLICENSE INCOME of ROCKWELL subject to Section 5.4 of this AGREEMENT; and (c) any remaining amounts received from a legal action under Section 14.3 shall be kept solely by CHARAK. 14.5 Notwithstanding the provisions of Article 14, in the event that a declaratory judgment action or any other action alleging invalidity or non-infringement is filed by a THIRD PARTY or in the event that any counterclaim or response by an infringer in connection with an enforcement action undertaken by ROCKWELL pursuant to Article 14 is filed, ROCKWELL, at its initial option, shall have the rights, within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party notification of same, to assume defense of the infringement of any of Regents' Patent Rights without first obtaining consent of the other partyaction at ROCKWELL’s expense, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other provided that CHARAK may employ legal counsel to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing represent it and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of any related legal proceedings to protect its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementinterests, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 16.1. In the event that Licensee shall learn of the substantial infringement of any patent licensed under this AgreementAgreement in the Licensed Field, LICENSEE Licensee shall call THE REGENTS' attention thereto notify Rutgers in writing within thirty (30) days after so learning and shall provide THE REGENTS Rutgers with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' Rutgers’ Patent Rights in the Licensed Field, without first obtaining consent of the other partyParty, which consent shall not be unreasonably denied, provided that for purposes of this Section, Licensee’s Sublicensees shall not be deemed to be “third parties” as that term used herein. Both parties shall use reasonable their diligent efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 16.2. Licensee may request that THE REGENTS Rutgers take legal action against the infringement of Regents' Rutgers’ Patent RightsRights in the Licensed Field. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then Rutgers shall have the right to: (a) to commence suit on its own account, or (b) account or refuse to participate commence such suit. However, in the suit; and THE REGENTS event Rutgers elects to bring suit in accordance with this paragraph, Licensee may thereafter join such suit at its own expense. Rutgers shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEELicensee. LICENSEE However, Licensee may thereafter bring suit for patent infringement, at infringement in its own expense, name and if required for standing purposes in the name of Rutgers if and only if THE REGENTS elects not Rutgers refuses to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event Licensee elects to bring suit in accordance with this paragraph, THE REGENTS Rutgers may thereafter join that such suit at its own expense. 18.3 . Such legal action as is decided on upon shall be at the expense of the party bringing on account of whom suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesis brought. 18.4 16.3. Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought for out-of-pocket expenses. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS . Each party may be represented by counsel of its choice in at its own expense. Any recovery or damages or settlement amounts derived from any suit brought by LICENSEEsuch action shall first be applied to reimburse each party for the total cost of such action, with the remainder to be allocated among the parties as follows: the party bringing the action shall receive from the other party, and the other party shall assign to the party bringing the action eighty percent (80%) of such remainder, and the other party shall receive from the party bringing the action, and the party bringing the action shall assign twenty percent (20%) of such remainder to the other party.

Patent Infringement. 18.1 If LICENSEE 23.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of infringement in the substantial infringement Field of Use of potential commercial significance of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty the knowledgeable party will provide the other (30i) days after so learning with written notice of such infringement and provide THE REGENTS (ii) with reasonable any evidence of such infringementinfringement available to it (the “Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of any of Regents' Patent Rights without first obtaining consent of the other partyother. If the Licensee puts such infringer on notice of the existence of any Patent Rights with respect to such infringement without first obtaining the written consent of The Regents and if a declaratory judgment action is filed by such infringer against The Regents, which consent shall not be unreasonably deniedthen Licensee’s right to initiate a suit against such infringer for infringement under Paragraph 23.2 below will terminate immediately without the obligation of The Regents to provide notice to the Licensee. Both parties shall The Regents and the Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. 23.2 If the infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) [**] days following the effective date of requestthe Infringement Notice takes effect, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE Licensee may thereafter bring institute suit for patent infringement, infringement against the infringer. The Regents may voluntarily join such suit at its own expense, if and only if THE REGENTS elects but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case Noinfringement that are the subject of the Licensee’s suit or any judgment rendered in that suit. SD97-026 The Licensee may not join The Regents as a party in a suit initiated by the Licensee without The Regents’ prior written consent. If, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, then the Licensee will [**] by The Regents arising out of such suit, including but not limited to, any [**] of counsel that The Regents selects and retains to represent it in the suit. 23.3 If, within [**] days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement occurred during against the period infringer. If The Regents institutes such suit, then the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in a jurisdiction where LICENSEE had exclusive rights under that suit. 23.4 Notwithstanding anything to the contrary in this Agreement. If, howeverin the event that the infringement or potential infringement pertains to an issued patent included within the Patent Rights and written notice is given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign or domestic counterparts or successors of this Law), LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of then the party bringing suit and all recoveries recovered thereby shall belong to in receipt of such notice under the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated Act (in by both shall be at the joint expense case of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expenseThe Regents, to the extent they exceed of the actual knowledge of the Licensing Officer responsible for the administration of this Agreement) shall provide the Infringement Notice to the other party promptly. If the time period is such that the Licensee will lose the right to pursue legal remedy for infringement by not notifying a third party or by not filing suit, the combined notification period and the time period to file suit will be accelerated to within [**] days of the date of such notice to either party under the Act. 23.5 Any recovery or settlement received in connection with any recoveries recovered suit will first be shared by LICENSEE The Regents and the Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or the Licensee to cover any litigation costs it incurred in such legal actionexcess of the litigation costs of the other. In any suit initiated by the Licensee, against any earned royalties payable recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (a) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive [**] percent ([**]%) of the recovery if The Regents was not a party in the litigation and did not incur any litigation costs, (ii) The Regents will receive [**] percent ([**]%) of the recovery if The Regents was a party in the litigation whether joined as a party under the provisions of Paragraph 6.1; provided23.2 or otherwise, howeverbut did not incur any litigation costs, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by and (iii) The Regents will receive [**] percent ([**]%) of the recovery if The Regents incurred more than [**] litigation costs in connection with the litigation; and (b) for any recovery for willful infringement, The Regents will receive [**] percent ([**]%) of the recovery. In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be bound by all determinations of patent infringement, validity and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 23 (Patent Infringement). 23.6 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. Any unused credit may up-front fees (e.g., fees, royalties on past sales, or other payments) paid to the Licensee as part of a sublicense or other agreement made in the settlement of an infringement action will be carried forward until LICENSEE has received full credit for its creditable applied first to reimburse the legal expensesexpenses and legal fees of the Licensee (and The Regents, if applicable) relating to such suit. The balance remaining of any such up-front fees will be considered revenue from a Sublicensee and The Regents will receive [**] percent ([**]%) of such amount. 18.4 23.7 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall who initiated the suit (unless such suit is being jointly prosecuted by the parties). 23.8 Any litigation proceedings will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEEthe Licensee, with counsel paid for the Licensee in case of conflict of interest, and by The Regents in any other cases. In any suit brought by The Regents, the Licensee may be represented by counsel of its choice, with counsel paid for by The Regents in case of conflict of interest, and by the Licensee in any other cases.

Patent Infringement. 18.1 (a) If LICENSEE either Party learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify that a third party of the infringement of any of Regents' is infringing Genentech Patent Rights without first obtaining consent of or Connetics Patent Rights, it shall promptly notify the other party, which consent shall not be unreasonably deniedin writing. Both parties The Parties shall use reasonable efforts in cooperation with each other to terminate stop such patent infringement without litigation. 18.2 LICENSEE may request that THE REGENTS (b) Genentech and Connetics each shall have the first opportunity to take legal action against the appropriate steps to remove the infringement of Regents' its own Patent RightsRights which claim Interferon Gamma and/or its manufacture or use in the Field of Use including, without limitation, initiating suit. Such request shall be made in writing and shall include reasonable evidence of In either case, if such infringement and damages Party decides not to LICENSEE. If the infringing activity has not abated take such steps with respect to its own Patent Rights within ninety one hundred twenty (90120) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end discovering or being notified of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not the other Party may do so. Each of the Parties agrees to commence suit Exclusive License Agreement Page 18 of 25 Case Noprovide reasonable assistance to the other in taking such steps. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights Any legal action taken under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall section will be at the expense of the party bringing Party by whom suit is filed and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party Party bringing the suit, except that THE REGENTS . The Party not bringing suit may choose to be represented in any such action by counsel of its own choice in at its own expense. The Party bringing suit shall be reimbursed for its costs associated [ * ] = 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. with bringing suit with the proceeds of any suit brought by LICENSEEdamages or costs recovered. Any monies remaining shall be split between the Parties on an equitable basis proportional to their respective damage from the infringement. If both Parties bring suit, equitable apportionment of the costs and damages to be recovered shall be agreed upon before the filing of the suit.

Patent Infringement. 18.1 19.1 If LICENSEE Licensee learns of the substantial infringement of any patent licensed under this Agreementwithin Regents' Patent Rights, LICENSEE then Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied. Both parties shall use their reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE 19.2 Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. , Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have The Regents has the right to: (a) commence suit on its own account, ; or (b) refuse to participate in the suit; , and THE REGENTS The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-one- hundredth (100th) day after receiving notice of such written request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. If, however, LICENSEE Licensee elects to bring suit in accordance with this paragraphParagraph 19.2, THE REGENTS then The Regents may thereafter join that suit at its own expense. Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by an order of a court issued as a result of a suit brought under this Paragraph as to any findings concerning patent infringement, patent infringement issues and patent infringement defenses raised through a suit under this Paragraph. 18.3 Such legal action 19.3 Legal action, as is decided on shall on, will be at the expense of the party bringing suit and all recoveries damages recovered thereby shall will belong to the party bringing suit; provided, however, that but legal action brought jointly by THE REGENTS The Regents and LICENSEE and fully participated in by both shall Licensee will be at the joint expense of the parties and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 19.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 If LICENSEE learns 16.1 Each party shall promptly inform the other party of any alleged infringement of LICENSED PATENTS by a third party, and provide any available evidence thereof. 16.2 During the term of exclusivity of the substantial license granted hereunder, and subject to UW's written approval (such approval not to be untimely or unreasonably withheld), Licensee shall have the first right to settle any alleged infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party LICENSED PATENTS by securing cessation of the infringement of any of Regents' Patent Rights without first obtaining consent of the other partyinfringement, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action instituting suit against the infringer, or entering into a sublicensing agreement in and to relevant patents in LICENSED PATENTS. To enjoy said first right, Licensee must initiate bona fide action to settle any alleged infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days of receiving UW's approval. After Licensee has recovered its reasonable attorney's fees and other expenses directly related to any action, suit, or settlement for infringement of LICENSED PATENTS, UW and License shall divide any remaining damages, awards, or settlement proceeds in the following manner: UW twenty-five percent (25%) Licensee seventy-five percent (75%) provided, however, that any payment by an alleged infringer as consideration for the effective date grant of requesta sublicense shall be handled according to the royalty provisions for sublicenses set forth in this Agreement. 16.3 If Licensee chooses to institute suit against an alleged infringer during the term of exclusivity as provided in this Agreement, THE REGENTS then Licensee may do so in UW's name (if required by law, otherwise, in Licensee's name) but at Licensee's sole expense, and UW shall, but at Licensee's expense for UW's direct associated expenses, fully and promptly cooperate and assist Licensee in connection with any such suit. 16.4 If Licensee fails, within ninety (90) days of receiving UW's approval, to secure * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. cessation of the infringement, institute suit against the infringer, or provide to UW satisfactory evidence that Licensee is engaged in bona fide negotiation for the acceptance by infringer of a sublicense in and to relevant patents in LICENSED PATENTS, UW upon written notice to Licensee may assume full right and responsibility to secure cessation of the infringement, institute suit against the infringer, or secure acceptance of a sublicense from Licensee in and to relevant patents in LICENSED PATENTS, approval for which sublicense Licensee shall have not unreasonably withhold. 16.5 If UW in accordance with the right to: (a) commence terms and conditions of this Agreement chooses to institute suit on against an alleged infringer, UW may bring such suit in its own accountname (or, or (bif required by law, in its and Licensee's name) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case NoLicensee shall, but at UW's expense for Licensee's direct associated expenses, fully and promptly cooperate and assist UW in connection with any such suit. SD97Any and all damages, awards, or settlement proceeds arising from such a UW-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights initiated action shall be UW's. 16.6 Neither Licensee nor UW is obligated under this Agreement. If, however, LICENSEE elects Agreement to bring institute a suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseagainst an alleged infringer of LICENSED PATENTS. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE 20.1 In the event that The Regents (to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) or the Licensee learns of the substantial infringement of potential commercial significance of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty the knowledgeable party will provide the other (30i) days after so learning with written notice of such infringement and provide THE REGENTS (ii) with reasonable any evidence of such infringementinfringement available to it (the “Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, the Licensee has exclusive rights under this Agreement, neither The Regents nor the Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of any of Regents' Patent Rights without first obtaining consent of the other partyother, which provided that Licensee shall have the right to notify such third party to the extent that Licensee has, under Section 20.2, the right to initiate suit against such third party for infringement. The Regents shall have the right to terminate this Agreement immediately without the obligation to provide 60 days’ notice as set forth in Paragraph 13.1 if the Licensee notifies a third party of infringement or puts such third party on notice of the existence of any Regents’ Patent Rights with respect to such infringement to the extent Licensee is required to first obtain the written consent shall not be unreasonably deniedof The Regents, as set forth above. Both parties shall The Regents and the Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. 20.2 If the infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following the effective date of requestthe Infringement Notice takes effect, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE Licensee may thereafter bring institute suit for patent infringement, infringement against the infringer. The Regents may voluntarily join such suit at its own expense, if and only if THE REGENTS elects but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case Noinfringement that are the subject of the Licensee’s suit or any judgment rendered in that suit. SD97-026 The Licensee may not join The Regents as a party to a suit initiated by the Licensee without The Regents’ prior written consent. If, in a suit initiated by the Licensee, The Regents is involuntarily joined other than by the Licensee, the Licensee will pay any costs incurred by The Regents arising out of such suit, including but not limited to, any legal fees of counsel that The Regents selects and retains to represent it in the suit. 20.3 If, within a hundred and twenty (120) days following the date the Infringement Notice takes effect, infringing activity of potential commercial significance by the infringer has not been abated and if the Licensee has not brought suit against the infringer, The Regents may institute suit for patent infringement occurred during against the period infringer. If The Regents institutes such suit, the Licensee may not join such suit without The Regents’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of The Regents’ suit or any judgment rendered in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expensesuit. 18.3 Such legal action as is decided on 20.4 Any recovery or settlement received in connection with any suit will first be shared by The Regents and the Licensee equally to cover the litigation costs each incurred, and next shall be at paid to The Regents or the expense Licensee to cover any litigation costs it incurred in excess of the party bringing litigation costs of the other. In any suit initiated by the Licensee, any recovery in excess of litigation costs will be shared between the Licensee and all recoveries recovered thereby shall belong The Regents as follows: (a) for any such recovery by Licensee based on claims made by Licensee funded by Licensee in litigation to the party bringing suit; providedwhich The Regents is not a party, howeverother than amounts paid for willful infringement, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both such recovery shall be at deemed Net Sales for which Licensee shall pay the joint expense of the parties Regents royalties pursuant to Section 6.1; (b) for any such recovery by Licensee based on claims made by Licensee funded by Licensee in litigation to which The Regents is a party other than amounts paid for willful infringement, such recovery shall be [*] to The Licensee and all recoveries [*] to The Regents, (c) for any such recovery by Licensee based on claims made by Licensee and The Regents funded by Licensee and The Regents in litigation to which The Regents is a party, other than amounts paid to willful infringement, such recovery shall be shared jointly according to actual litigation costs and expenses borne by them in proportion the parties, with a minimum share to the share The Regents of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [*] regardless of a lesser percentage of costs and expenses borne by The Regents, and (d) for any recovery for willful infringement The Regents shall receive [**]] of the recovery. Any unused credit may In any suit initiated by The Regents, any recovery in excess of litigation costs will belong to The Regents. The Regents and the Licensee agree to be carried forward until LICENSEE has received full credit for its creditable legal expensesbound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Article 20. 18.4 20.5 Any agreement made by the Licensee for purposes of settling litigation or other dispute shall comply with all of the requirements regarding sublicensing specified in this Agreement, including but not limited to Articles 3, 7, 8, 9, and 10. 20.6 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall who initiated the suit (unless such suit is being jointly prosecuted by the parties). 20.7 Any litigation proceedings will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEEthe Licensee.

Patent Infringement. 18.1 If LICENSEE learns (a) Each party shall promptly advise the other party in writing of any known acts of potential infringement of the substantial PATENTS by a third party. Licensee has the first option to police the PATENTS against infringement of any patent licensed under this Agreementby third parties in the FIELD OF USE, LICENSEE but Licensee shall call THE REGENTS' attention thereto notify USC in writing within thirty (30) […***…] days after so learning before filing any suit. This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and provide THE REGENTS prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that Licensee shall make any such settlement only with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining advice and consent of the other partyUSC, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEEwithheld or delayed. If Licensee has a reasonable basis for policing the infringing activity has not abated within ninety (90) days following PATENTS, USC shall provide reasonable assistance to Licensee with respect to such actions, including, if required to bring such action, the effective date furnishing of requesta power of attorney or being named as a party, THE REGENTS then shall have but only if Licensee reimburses USC for reasonable out-of-pocket expenses incurred in connection with any such assistance rendered at Licensee’s request or reasonably required by USC. USC retains the right to: (a) commence suit on to participate, with counsel of its own account, or (b) refuse to participate in the suit; choosing and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights any action by Licensee under this AgreementSection, provided that Licensee will at all times control such action. If, however, LICENSEE elects In the event that Licensee wishes to bring suit pursuant to this Paragraph 7(a) but is held to lack standing to bring such suit, USC agrees to bring suit on behalf of Licensee at Licensee’s expense and to take reasonable direction from Licensee and its counsel in accordance with this paragraph, THE REGENTS may thereafter join that conducting such suit at its own expenseand any settlement negotiations arising therefrom. 18.3 Such legal action as is decided on shall be at (b) If Licensee demonstrates to USC that it has a reasonable basis to believe that a third party infringes the expense PATENTS and undertakes to enforce and/or defend the PATENTS by litigation, Licensee may withhold up to […***…] percent ([…***…]%) of the party bringing suit and all recoveries recovered thereby shall belong payments otherwise thereafter due during the course of such litigation to USC under Section 4 under the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at following terms. Licensee may apply the joint expense of the parties and all recoveries shall be shared jointly by them in proportion amounts withheld to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right pay up to offset one half of its Licensee’s out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of Licensee’s employees. In the case where such litigation is concluded (by settlement, judgment, or otherwise) without Licensee receiving any award of damages, if the total amounts withheld by Licensee exceed one-half of Licensee’s litigation expenses as described above, then Licensee shall promptly pay the amount of such excess to USC. If Licensee recovers damages in patent litigation or settlement thereof, the award shall be applied first to satisfy Licensee’s unreimbursed expenses and legal fees for the litigation, next to reimburse USC for any payments under Section 4 which are past due or were withheld pursuant to this Section, and then to reimburse USC for any other reasonable unreimbursed out-of-pocket expenses and legal fees for the litigation. The remaining balance shall be allocated between the parties as follows: (i) ordinary damages awarded to Licensee shall be treated as NET SALES for purposes of this Agreement but only to the extent such damages are based solely on, or related solely to, the PATENTS subject to this Agreement; and (ii) special or punitive damages shall be allocated […***…]% to Licensee and […***…]% to USC. (c) If Licensee fails to take action to ▇▇▇▇▇ any alleged infringement of patents which form the basis for the PATENTS within […***…] days of a request by USC to do so (or within a shorter period if required to preserve the legal rights of USC under any applicable laws) then USC has the right to take such action (including prosecution of a suit) at its expense and Licensee shall use reasonable efforts to cooperate in such action, at USC’s expense. USC has full authority to settle on such terms as USC determines, except that USC shall not reach any settlement whereby it provides a license for future activities to a third party under the PATENTS in the FIELD OF USE or agree to limit its right (or the right of Licensee) to practice the inventions claimed by the PATENTS, without the prior written consent of Licensee. If USC recovers damages in patent litigation or settlement thereof, the award shall be applied first to satisfy USC’s unreimbursed expenses and legal fees for the litigation, next to reimburse USC for any payments overdue under this Agreement, and then to reimburse Licensee for any reasonable unreimbursed expenses and legal fees for the litigation (such payment not to exceed the recovery or settlement amounts USC actually receives). The remaining balance shall be allocated […***…]% to USC and […***…]% to Licensee. (d) Licensee shall promptly notify USC of receipt from any third party of any claim, allegation or notification that the manufacture, use or sale of PRODUCT infringes the patents of such third party. Except as expressly set forth in this Section 7(d), USC shall have no obligation or liability in the event that legal action is brought against Licensee for patent infringement, and such obligation and liability shall be borne by Licensee. Licensee may choose legal counsel and defend the patent infringement lawsuit. During such lawsuit, Licensee may place all of the royalties derived from sales of the PRODUCT in the country where such lawsuit is pending in an interest-bearing escrow account. The escrow account shall be established in a bank mutually acceptable to both parties under escrow instructions that, to the maximum extent they exceed permitted by law, insulate the funds from claims of any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than creditor. Licensee may apply up to […***]…] of the escrowed amounts toward reasonable attorneys’ fees and costs in connection with the action and toward any judgment or settlement amount. Should the settlement of any such patent infringement lawsuit involve payment of royalties by Licensee to a third party for the continued right to manufacture, use, and sell the PRODUCT, then funds in the escrow account and royalties payable to USC may be applied against up to […***…] of such royalties to a third party. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with funds thereafter remaining in the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation escrow shall be controlled by paid to USC. The above shall constitute USC’s sole liability and responsibility in the party bringing event of such action. Royalties paid to third parties as provided for above shall be included when determining whether the suit, except that THE REGENTS may be represented by counsel minimum royalty provided for in this Agreement has been paid in a given year. During the patent infringement litigation both parties shall keep each other informed of its choice significant developments in any suit brought by LICENSEEthe lawsuit.

Patent Infringement. 18.1 If LICENSEE (a) In the event that Licensor or Licensee learns of the substantial infringement of potential commercial significance of any patent licensed under Licensed Patent in the Territory, the knowledgeable Party will provide the other (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the “Infringement Notice”). During the term of this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall neither Licensor nor Licensee will notify a third party possible infringer in the Territory of infringement or put such infringer on notice of the infringement existence of any of Regents' Patent Rights Licensed Patents without first obtaining consent of the other partyother, which consent shall not be unreasonably deniedwithheld. Both parties shall Licensor and Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. (b) If the infringing activity of potential commercial significance of any Licensed Patent in the Territory by the infringer has not been abated within ninety (90) days following the effective date of requestthe Infringement Notice takes effect and such infringement occurs within the Field, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE Licensee may thereafter bring institute suit for patent infringement, at its own expense, if and only if THE REGENTS elects infringement against the infringer. Licensor may voluntarily join such suit but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case No. SD97-026 and infringement that are the subject of Licensee’s suit, or any judgment rendered in that suit. (c) If (i) the infringement of the Licensed Patents in the Territory takes place outside of the Field, or, (ii) if the infringement occurred during the period Licensed Patents in the Territory takes place within of the Field and within one hundred and twenty (120) days following the date the Infringement Notice takes effect, the infringing activity of potential commercial significance by the infringer has not been abated and if Licensee has not brought suit against the infringer or begun negotiations regarding the terms under which Licensee would grant a Sublicense to the infringer, then, in each case, Licensor may institute suit for patent infringement against the infringer. (d) Any recovery or settlement received in connection with any suit filed under this Section will first be shared by Licensor and Licensee equally to cover the litigation costs each incurred, and next shall be paid to Licensor or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. Any recovery in excess of litigation costs will be shared between equally between Licensee and Licensor. Licensor and Licensee agree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit brought in accordance compliance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseSection. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 (e) Each party shall Party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suitParty who initiated the suit (unless such suit is being jointly prosecuted by the Parties). Litigation The Party controlling the litigation proceedings shall keep the non-controlling Party reasonably informed of the progress of such action. (f) Any litigation proceedings will be controlled by the party Party bringing the suit, except that THE REGENTS . In no event may be represented by counsel Licensee admit liability or wrongdoing on behalf of its choice in any suit brought by LICENSEELicensor without Licensor’s prior written consent.

Patent Infringement. 18.1 If LICENSEE learns (a) In the event that either party becomes aware that any third party is infringing in the Territory any patents included within the Patents, the party becoming aware of such infringement shall promptly give notice of such infringement to the other party. Any possible action against such alleged infringement of the substantial Patents will be carried out by either or both of the parties in accordance with the provisions specified hereinafter in paragraphs (b), (c), (d) and (e). (b) Whenever it would concern a patent or patent application falling within the definition of Patents and of which Medisorb retains full title and ownership pursuant to Article 5 a), Medisorb shall use all reasonable efforts to take action against such infringement of any patent licensed under this Agreementin its own name, LICENSEE shall call THE REGENTS' attention thereto at its own expense and on its own behalf. If Medisorb fails to take action against such infringement, or if Medisorb does not use reasonable efforts in writing carrying out such action after commencement thereof, within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence the notice referred to in paragraph (a) above or after having become aware of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request ▇▇▇▇▇▇▇ US shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on entitled at its own account, or (b) refuse to participate in the suit; discretion and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if to take immediate action against such infringement in its own name, at its own expense and only if THE REGENTS elects not on its own behalf. Medisorb will give all reasonable assistance to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and ▇▇▇▇▇▇▇ in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit taking such action in accordance with this paragraphArticle 6(e), including giving ▇▇▇▇▇▇▇ the authority to file and prosecute such suit and, if necessary, being named a party in such action. If ▇▇▇▇▇▇▇ US commences or assumes such action, ▇▇▇▇▇▇▇ US may credit [ ] of THIS EXHIBIT HAS BEEN REDACTED AND IS THE REGENTS may thereafter join that suit SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN any royalty otherwise due to Medisorb for sales in such country or countries against the amount of the expenses and costs of such action, including without limitation, attorney fees actually incurred by ▇▇▇▇▇▇▇ US. The amount of expenses so deducted shall be paid to Medisorb out of the recoveries, if any, received by ▇▇▇▇▇▇▇ US as a result of such action. Except for such repayment of royalties deducted, ▇▇▇▇▇▇▇ US shall be entitled to retain all recoveries therefrom. In no event shall Medisorb settle with such infringing third party in the Field without the prior written consent of ▇▇▇▇▇▇▇ US. (c) Whenever it would concern a patent or patent application falling within the definition of Patents and of which ▇▇▇▇▇▇▇ US or any of its Affiliates retains full title and ownership pursuant to Article 5 B), ▇▇▇▇▇▇▇ US shall have the right but not the obligation to take action against such infringement in its own name, at its own cost and on its own behalf. If ▇▇▇▇▇▇▇ US fails to take action against such infringement, or if ▇▇▇▇▇▇▇ US does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, Medisorb shall be entitled at its own discretion and at its own expense, to take action against such infringement. Medisorb shall be entitled to retain all recoveries, if any, therefrom. 18.3 Such legal action as is decided on shall (d) Whenever it would concern a patent or patent application falling within the definition of Patents and of which ▇▇▇▇▇▇▇ US or any of its Affiliates and Medisorb jointly retain full title and ownership pursuant to Article 5 (c), and whenever in such case the infringing product would be at a drug product falling within the expense definition of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; providedField, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it ▇▇▇▇▇▇▇ US shall have the right but not the obligation to offset one half take action against such infringement in its own name, at its own cost and on its own behalf. If ▇▇▇▇▇▇▇ US fails to take action against such infringement, or if ▇▇▇▇▇▇▇ US does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, Medisorb shall be entitled at its out-of-pocket legal own discretion and at its own expense, to the extent they exceed take action against such infringement, it being understood that ▇▇▇▇▇▇▇ US will have a continuing right to take over any such action at its own expense and shall pay to Medisorb from any recoveries recovered by LICENSEE ▇▇▇▇▇▇▇ US receives (i) Medisorb's expenses and (ii) from any sums remaining after deduction of Medisorb's and ▇▇▇▇▇▇▇ US's expenses, an amount proportionate to Medisorb's expenses in relation to ▇▇▇▇▇▇▇ US's expenses. Whenever it would concern a patent or patent application falling within the definition of Patents and of which ▇▇▇▇▇▇▇ US or any of its Affiliates and Medisorb jointly retain full title and ownership pursuant to Article 5 (c), and whenever in such legal case the THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN infringing product would be a drug product falling outside the definition of the Field, Medisorb shall have the right but not the obligation to take action against such infringement in its own name, at its own cost and on its own behalf. If Medisorb fails to take action against such infringement, or if Medisorb does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, ▇▇▇▇▇▇▇ US shall be entitled at its own discretion and at its own expense, to take action against such infringement, it being understood that Medisorb will have a continuing right to take over any such action at its own expense. If ▇▇▇▇▇▇▇ US commences or assumes such action, ▇▇▇▇▇▇▇ US may credit [ ] of any royalty otherwise payable to Medisorb payable hereunder against any earned the amount of the expenses and costs of such action, including without limitation, attorney fees actually incurred by ▇▇▇▇▇▇▇ US. The amount of expenses so deducted shall be paid to Medisorb out of the recoveries, if any, received by ▇▇▇▇▇▇▇ US as a result of such action. Except for such repayment of royalties payable under Paragraph 6.1; provideddeducted, however, that earned royalties payble under Paragraph 6.1 ▇▇▇▇▇▇▇ US shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesentitled to retain all recoveries therefrom. 18.4 (e) Each party shall agrees to cooperate reasonably with the other party in litigation proceedings instituted hereunder but at such litigation, including making available to the expense other party records,information, and evidence relevant to the infringement of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEEPatent.

Patent Infringement. 18.1 If (a) In the event that Cornell (to the extent of the actual knowledge of the licensing professional at CTL responsible for the administration of this Agreement) or LICENSEE learns of the substantial infringement of potential commercial significance of any patent licensed in the Patent Rights or in the Nonexclusive Patent Rights, the knowledgeable Party will provide the other Party with written notice of such infringement, which notice shall include any evidence of such infringement available to such Party. Within [***] after receipt of such notice, the Parties shall meet to discuss how to proceed with respect to such infringement. Each Party shall consider in good faith the input from the other Party, including without limitation to what extent an infringement action may be detrimental to the overall patent protection for Licensed Products. (b) During the period in which, and in the jurisdiction where, LICENSEE has exclusive rights under this Agreement, neither Cornell nor LICENSEE will notify a third-party (including the infringer) of infringement or put such third-party on notice of the existence of any Patent Rights prior to the meeting required by Paragraph 5.2(a). LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall not notify a third third-party (including the infringer) of infringement or put such third-party on notice of the infringement existence of any of Regents' Nonexclusive Patent Rights without first obtaining consent of the other Cornell. If LICENSEE gives notice to a third-party, which consent then LICENSEE shall not be unreasonably deniedpay or reimburse Cornell for any legal costs resulting from any declaratory judgment action, inter partes or post-grant review or similar proceeding arising from such notice. Both parties Cornell shall use reasonable efforts in cooperation with each other have the right to terminate this Agreement immediately without the obligation to provide [***] notice as set forth in Paragraph 7.1 if LICENSEE notifies a third-party of infringement without litigationor puts such third-party on notice of the existence of any patent or patent application in the Patent Rights or in the Nonexclusive Patent Rights with respect to such infringement in breach of this Paragraph 5.2(b). 18.2 (c) Following the meeting required by Paragraph 5.2(a), LICENSEE may request that THE REGENTS and the Sublicensees shall have the initial right to take legal action against such third-party for the infringement of Regents' any patent in the Patent RightsRights in the Field and within the Territory. LICENSEE shall keep Cornell promptly informed regarding the status of any such suit or action and shall provide Cornell with copies of all material documents (e.g., complaints, answers, counterclaims, [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. material motions, orders of the court, memoranda of law and legal briefs, interrogatory responses, depositions, material pre-trial filings, expert reports, affidavits filed in court, transcripts of hearings and trial testimony, trial exhibits and notices of appeal) filed in, or otherwise relating to, such suit or action. If LICENSEE or any Sublicensee elect to bring suit, Cornell may join that suit at its own expense. If required under applicable law in order for LICENSEE or its Sublicensees to initiate or maintain such suit, Cornell shall join as a party to the suit, at LICENSEE’s sole cost and expense. If, in a suit initiated by LICENSEE or its Sublicensees, Cornell is required to be or is otherwise involuntarily joined, LICENSEE will pay any costs incurred by Cornell arising out of such suit, including but not limited to, any reasonable legal fees of counsel that Cornell selects and retains to represent Cornell in the suit. (d) If LICENSEE (and any Sublicensees involved) do not take prompt legal action following the meeting required by Paragraph 5.2(a), or give notice to Cornell that they have elected not to pursue legal action and their reasoning for that decision, then Cornell may unilaterally take such legal action as ▇▇▇▇▇▇▇ ▇▇▇▇▇ appropriate. (e) LICENSEE may request Cornell to take legal action against such third-party for the infringement of any patent in the Nonexclusive Patent Rights in the Field and within the Territory. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has Cornell shall elect to or not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) to commence suit on its own account. If Cornell elects not to commence suit with respect to the Nonexclusive Patent Rights, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may not thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not infringement with respect to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseNonexclusive Patent Rights. 18.3 Such legal action as is decided on shall (f) Any recovery or settlement received in connection with any suit concerning a patent in the Patent Rights (i) first, will be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly shared by THE REGENTS Cornell and LICENSEE and fully participated in by both shall be at equally until the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its actual out-of-pocket legal expenselitigation costs of one of the Parties are fully recovered; (ii) next, shall be provided to the extent they exceed party that has not yet fully recovered its actual out-of-pocket litigation costs until all such costs are fully recovered; and (iii) finally, with respect to any recoveries recovered by remaining amount, shall then be shared between Cornell and LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may If, however, Cornell has no out of pocket costs, Cornell’s share of any remaining amount shall be carried forward until shared as follows: [***]. Cornell and LICENSEE has received full credit for its creditable legal expensesagree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a suit brought in compliance with this Paragraph 5.2. 18.4 (g) Notwithstanding Paragraph 5.2(c), any agreement made by LICENSEE for purposes of settling any litigation or other dispute shall comply with the requirements of Paragraph 2.2. (h) Each party shall Party will cooperate with the other Party in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties). (i) Any litigation proceedings will be controlled by the party Party bringing the suit, except that THE REGENTS Cornell may be represented by counsel of its choice in any suit brought by LICENSEE. [ *** ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Patent Infringement. 18.1 If LICENSEE learns of 7.1 Each party will notify the substantial infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto other promptly in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the when any infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigationby another is uncovered or suspected. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then 7.2 SECOND SIGHT shall have the first right to: (a) commence suit on to enforce any patent within PATENT RIGHTS against any infringement or alleged infringement thereof, and shall at all times keep LICENSORS informed as to the status thereof. SECOND SIGHT may, in its own account, or (b) refuse to participate in the suit; sole judgment and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if take steps to enforce any patent within PATENT RIGHTS and only if THE REGENTS control, settle, and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account, any damages, awards or settlements resulting therefrom. This right to s▇▇ for infringement shall not be used in an arbitrary or capricious manner. LICENSORS shall reasonably cooperate in any such litigation at SECOND SIGHT's expense. 7.3 If SECOND SIGHT elects not to commence enforce any patent within the PATENT RIGHTS, then it shall so notify LICENSORS in writing within six (6) months of receiving notice that an infringement exists, and LICENSORS may, in their sole judgment and at their own expense, take steps to enforce any patent and control, settle, and defend such suit Exclusive in a manner consistent with the terms and provisions hereof, and recover, for its own account, any damages, awards or settlements resulting therefrom. This right to enforce any patent shall not be used in an arbitrary or capricious manner. 7.4 Any recovery by SECOND SIGHT under Paragraph 7.2 shall be deemed to reflect loss of commercial sales, and SECOND SIGHT shall pay to LICENSORS the following percentages of the recovery net of all reasonable costs and expenses associated with each suit or settlement: Second Sight, LLC License Agreement Page 18 Agreement (i) For any compensatory damages or recovery, such damages or recovery shall be considered 'Profit' for the purposes of 25 Case Nothis Paragraph 7.4 and such 'Profit' shall be multiplied by a factor of not less than one (1.0) to convert the 'Profit' to 'Calculated NET SALES'. SD97-026 Said factor shall be determined by dividing SECOND SIGHT's average NET SALES for LICENSED PRODUCTS over the period of infringing sales divided by SECOND SIGHT's average cost of goods sold for LICENSED PRODUCTS over the period of infringing sales; and SECOND SIGHT shall pay to JHU the royalty specified in Paragraph 3.4 as if the infringement occurred during 'Calculated NET SALES' calculated pursuant to this Paragraph 7.4 were actual NET SALES of LICENSED PRODUCTS sold by SECOND SIGHT; and (ii) For any other recovery, Fifteen percent (15%). If the period cost and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. Ifexpenses exceed the recovery, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on then one-half (l/2) of the excess shall be at credited against royalties payable by SECOND SIGHT to LICENSORS hereunder in connection with sales in the expense country of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; such legal proceedings, provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both any such credit under this Paragraph 7.4 shall be at the joint expense not exceed fifty percent (50%) of the parties and all recoveries shall be shared jointly by them royalties otherwise payable to LICENSORS with regard to sales in proportion to the share country of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced action in any given quarter by more than [***]. Any unused one calendar year, with any excess credit may be being carried forward until LICENSEE has received full credit for its creditable legal expensesto future calendar years. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns With regard to any and all sales of Y3 NAND Flash Memory Products by the substantial infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty Company to SanDisk (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to:"Company Products"): (a) commence suit on its own accountSubject to the terms and conditions listed below, orToshiba agrees to indemnify and defend SanDisk in any legal proceeding, lawsuit or other judicial action, and [***] against SanDisk [***], for [***] claims that the Company Products supplied by the Company infringe any [***] patent(s). With regard to any claim of patent infringement for which Toshiba has indemnification obligations hereunder, Toshiba's obligations are subject to the following conditions: (bi) refuse to participate SanDisk shall notify Toshiba in writing of such claim [***]; (ii) SanDisk shall also notify Toshiba, in writing [***] by a third party which claims that the suit; and THE REGENTS Company Products infringe such third party's patents or threatens legal action against SanDisk, [***]; (iii) SanDisk shall give provide Toshiba with notice of its election in writing to LICENSEE by any other written communication indicating potential patent infringement claims against the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suitCompany Products [***]; provided, however, that legal action brought jointly SanDisk's failure to provide such notice shall in no way constitute a breach of this Agreement by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced SanDisk nor in any given quarter by more than way excuse Toshiba's obligations under this Agreement; CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (iv) [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses, Toshiba shall have the sole and exclusive control of the defense or settlement of such claim, [***]; and (v) SanDisk shall provide all reasonable assistance in defending such claim. 18.4 Each (b) Notwithstanding the foregoing, Toshiba shall not be obligated to indemnify or defend SanDisk in the event that such infringement arises from: (i) [***] (ii) [***] (iii) [***] (c) [***] (d) [***] (e) In addition to the obligations set forth above, should any third party shall cooperate with patent claim result in a temporary or permanent injunction against the other in litigation proceedings instituted hereunder but at the expense manufacture, use, sale, offer for sale, importation or otherwise disposal of the party bringing suit. Litigation Company Products by SanDisk, Toshiba shall use best efforts to undertake one of the following actions: [***] (f) The total cumulative liability of Toshiba under this Agreement, exclusive of the remedy set forth in subparagraph (e), above, shall be controlled by limited to an amount not to exceed the party bringing the suit, except that THE REGENTS may be represented by counsel greater of its choice in any suit brought by LICENSEE(x) [***] (y) [***].

Patent Infringement. 18.1 If LICENSEE learns 3.1 Each party will notify the other promptly in writing when any infringement by another of PATENT RIGHTS is uncovered. (a) Company shall have the substantial infringement of first right to enforce any patent licensed under this Agreementwithin PATENT RIGHTS against any infringement or alleged infringement thereof within the ONCORPHARM FIELD, LICENSEE and shall call THE REGENTS' attention thereto at all times keep University informed as to the status thereof. Company may, in writing within thirty its sole judgement and at its own expense, institute suit against any such infringer or alleged infringer EXECUTION COPY and control and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account, any damages, awards or settlements resulting therefrom, subject to Paragraph 3.2 (30) days after so learning and provide THE REGENTS with reasonable evidence of b); provided, however, that no such infringement. Neither party suit shall notify a third party of be settled without the infringement of any of Regents' Patent Rights without first obtaining consent of the other party▇▇▇▇▇▇▇, which consent shall not be unreasonably deniedwithheld. Both parties This rights to ▇▇▇ for infringement shall use reasonable efforts not be used in cooperation with each other to terminate infringement without litigationan arbitrary or capricious manner. University shall reasonably cooperate in any such litigation at Company's expense. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse Any recovery by Company under Paragraph 3.2(a), after deduction of all reasonable costs and expenses associated with each suit or settlement (the "Net Recovery"), shall be deemed to participate reflect loss of commercial sales, and Company shall pay to University * of such Net Recovery. If the cost and expenses exceed the recovery, then * of the excess shall be credited against royalties or the percentage of SUBLICENSE INCOME payable by Company to University hereunder in connection with sales in or SUBLICENSE INCOME from the suit; and THE REGENTS country of such legal proceedings, provided, however, that any such credit under this Paragraph 3.2(b) shall give notice not exceed * of its election the royalties or the percentage of SUBLICENSE INCOME otherwise payable to University with regard to sales in or SUBLICENSE INCOME from the country of such legal proceedings in any one calendar year, with any excess credit being carried forward to future calendar years. 3.3 If Company elects not to enforce any patent within the PATENT RIGHTS within the ONCORPHARM FIELD, then it shall so notify University in writing to LICENSEE by the end within six (6) months of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementthat an infringement exists, and University may, in its sole judgement and at its own expense, if do so and only if THE REGENTS elects not to commence control, settle, and defend such suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. Ifmanner consistent with the terms and provisions hereof, howeverand recover, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at for its own expenseaccount, any damages, awards or settlements resulting therefrom. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 16.1 In the event that COMPANY shall learn of the substantial infringement of any patent licensed under this AgreementUW Patent Rights, LICENSEE COMPANY shall call THE REGENTS' attention thereto notify UW in writing within thirty (30) days after so learning and shall provide THE REGENTS UW with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where COMPANY has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' UW Patent Rights without first obtaining consent of the other partyParty, which consent shall not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 16.2 COMPANY may request that THE REGENTS UW take legal action against the infringement of Regents' UW Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEECOMPANY. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then UW shall have the right to: (a) to commence suit on its own account, or (b) account or refuse to participate in the commence such suit; and THE REGENTS . UW shall give notice of its election in writing to LICENSEE COMPANY by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEECOMPANY. LICENSEE COMPANY may thereafter bring suit for patent infringement, at its own expense, infringement if and only if THE REGENTS elects not UW refuses to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE COMPANY had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event COMPANY elects to bring suit in accordance with this paragraph, THE REGENTS UW may thereafter join that such suit at its own expense. 18.3 16.3 Such legal action as is decided on upon shall be at the expense of the party bringing on account of whom suit is brought and all recoveries recovered thereby shall belong to the party bringing suit; such party, provided, however, that recoveries from legal action actions brought jointly by THE REGENTS UW and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries COMPANY shall be shared jointly equally by them in proportion to them, after paying the share reasonable legal expenses of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesboth parties. 18.4 16.4 Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought for out-of-pocket expenses. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS . Each party may be represented by counsel of its choice in any suit brought by LICENSEEat its own expense.

Patent Infringement. 18.1 If LICENSEE learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so 14.1 Upon learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other Intellectual Property by a third party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE Purchaser may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expenseexpense and sole discretion take whatever steps, if and only if THE REGENTS elects not any, it determines to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if be necessary to stop the infringement occurred during and recover damages. Sellers agree to provide all reasonable assistance necessary to prosecute and/or settle any such lawsuit or claim including, if requested by Purchaser, joining with Purchaser as a party to any action brought by Purchaser for such purpose and/or executing all pleadings, documents and other papers necessary or appropriate in conjunction therewith. Purchaser shall have full control over any action taken including, without limitation, the period right to settle on any terms it deems advisable in its discretion, to appeal any adverse decision rendered in any court, to discontinue any action taken by it, and to otherwise make any decision in respect thereto that Purchaser in its discretion deems advisable. Purchaser shall receive the full benefits of any action it takes pursuant to this Article 14, including retaining all sums recovered in any such suit or in settlement thereof after paying Sellers any additional consideration to the extent required under Article 3.2 of this Agreement which shall be calculated from the amount of net sales, if any, asserted by Purchaser to support any award of compensatory damages (as opposed to punitive or other damages) and adjusted to reflect the actual amount of compensatory damages recovered. 14.2 Purchaser shall give Sellers prompt notice of each claim or allegation received by it that the use or sale of the Intellectual Property constitutes a jurisdiction where LICENSEE had exclusive rights significant infringement of a third-party patent or patents. Purchaser shall have full control over any action taken including, without limitation, the right to settle on any terms it deems advisable in its discretion, to appeal any adverse decision rendered in any court and to otherwise make any decision in respect thereto that in its discretion Purchaser deems advisable. Sellers agree to cooperate with Purchaser in any reasonable manner deemed by Purchaser to be necessary in defending any such claim or allegation. Upon receiving written notice by any third party that Purchaser's use or sale of the Intellectual Property constitutes a significant infringement of a third-party patent or patents, Purchaser may hold any additional consideration owed Sellers from net sales under Article 3.2 of this Agreement, if any, in escrow pending the resolution of any such action, claim or allegation. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it Purchaser shall have the right to offset one half reduce or set off any amounts owing Sellers under Article 3.2 of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, this Agreement against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in amounts Purchaser is obligated to pay any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesthird party. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE (a) In the event that Licensor or Licensee learns of the substantial infringement of potential commercial significance of any patent licensed under Licensed Patent in the Territory, the knowledgeable Party will provide the 20 other (i) with written notice of such infringement and (ii) with any evidence of such infringement available to it (the “Infringement Notice”). During the term of this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall neither Licensor nor Licensee will notify a third party possible infringer in the Territory of infringement or put such infringer on notice of the infringement existence of any of Regents' Patent Rights Licensed Patents without first obtaining consent of the other partyother, which consent shall not be unreasonably deniedwithheld. Both parties shall Licensor and Licensee will use reasonable their diligent efforts in cooperation to cooperate with each other to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. (b) If the infringing activity of potential commercial significance of any Licensed Patent in the Territory by the infringer has not been abated within ninety (90) days following the effective date of requestthe Infringement Notice takes effect and such infringement occurs within the Field, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE Licensee may thereafter bring institute suit for patent infringement, at its own expense, if and only if THE REGENTS elects infringement against the infringer. Licensor may voluntarily join such suit but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case No. SD97-026 and infringement that are the subject of Licensee’s suit, or any judgment rendered in that suit. (c) If (i) the infringement of the Licensed Patents in the Territory takes place outside of the Field, or, (ii) if the infringement occurred during the period Licensed Patents in the Territory takes place within of the Field and within one hundred and twenty (120) days following the date the Infringement Notice takes effect, the infringing activity of potential commercial significance by the infringer has not been abated and if Licensee has not brought suit against the infringer or begun negotiations regarding the terms under which Licensee would grant a Sublicense to the infringer, then, in each case, Licensor may institute suit for patent infringement against the infringer. (d) Any recovery or settlement received in connection with any suit filed under this Section will first be shared by Licensor and Licensee equally to cover the litigation costs each incurred, and next shall be paid to Licensor or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. Any recovery in excess of litigation costs will be shared between equally between Licensee and Licensor. Licensor and Licensee agree to be bound by all determinations of patent infringement, validity, and enforceability (but no other issue) resolved by any adjudicated judgment in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit brought in accordance compliance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseSection. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 (e) Each party shall Party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suitParty who initiated the suit (unless such suit is being jointly prosecuted by the Parties). Litigation The Party controlling the litigation proceedings shall keep the non-controlling Party reasonably informed of the progress of such action. (f) Any litigation proceedings will be controlled by the party Party bringing the suit, except that THE REGENTS . In no event may be represented by counsel Licensee admit liability or wrongdoing on behalf of its choice in any suit brought by LICENSEELicensor without Licensor’s prior written consent.

Patent Infringement. 18.1 17.1. If LICENSEE Licensee learns of the substantial infringement of any patent licensed of Licensed Patents, Licensee shall so inform Berkeley Lab in writing and shall provide Berkeley Lab with reasonable evidence of the infringement. During the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither neither party shall may notify a third party of the infringement of any of Regents' Patent Rights Licensed Patents without first obtaining written consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 17.2. Licensee may request that THE REGENTS Berkeley Lab take legal action against the infringement of Regents' Patent RightsLicensed (Exclusive) Patents or Licensed (FOU Exclusive) Patents in the Field of Use in which Licensee has current exclusive rights under this Agreement. Such Licensee shall make that request shall be made in writing and shall include reasonable evidence of such the infringement and damages to LICENSEELicensee. If the infringing activity has not been abated within ninety (90) days following the effective date [*** Redacted] of that request, THE REGENTS then shall have the right Berkeley Lab may elect to: : (a) commence suit on its own account, or ; or (b) refuse to participate in the suit; and THE REGENTS . Berkeley Lab shall give written notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day [*** Redacted] after receiving notice of such the request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and infringement only if THE REGENTS Berkeley Lab elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had Licensee has exclusive rights under this Agreement. If, however, LICENSEE Licensee elects to bring suit in accordance with this paragraph, THE REGENTS Berkeley Lab may thereafter join that such suit at its own expense. 18.3 17.3. Such legal action as is decided on shall upon must be at the expense of the party bringing on account of whom suit is brought and all consequent recoveries belong to that party. But if Berkeley Lab and Licensee jointly bring legal action and fully participate in it, the parties must jointly share both the expense and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesparty pays. 18.4 17.4. Each party shall cooperate with the other in litigation proceedings instituted hereunder under this Agreement but at the expense of the party bringing suiton account of whom suit is brought. Litigation shall be controlled by the The party bringing the suitsuit will control that litigation, except that THE REGENTS Berkeley Lab may elect to be represented by counsel of its choice in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 If LICENSEE In the event that either party learns of the substantial infringement of any patent the exclusive rights licensed under this Agreement, LICENSEE the informed party shall call THE REGENTS' such infringement to the other party's attention thereto in writing within thirty (30) days after so learning and shall provide THE REGENTS the other party with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a an infringing third party of the infringement of any of Regents' Patent Rights limited to the exclusive rights granted under this Agreement without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE Licensee may request that THE REGENTS the Regents take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then The Regents shall have the right to: (a) a. commence suit on its their own accountaccount to terminate the infringement. In the event The Regents commences suit, Licensee shall reimburse The Regents for fifty percent (50%) of The Regents' actual Infringement Litigation Costs. In the event other licensees, in addition to Licensee, request legal action, 'The Regents and Licensee shall share equally in the contribution of such other licensee. Licensee's share of The Regents' Infringement Litigation Costs shall be paid to The Regents on a quarterly basis within sixty (60) days of receiving notice from The Regents of the amount of such costs. Such reimbursement shall continue until the suit is finally adjudicated or settled. All recoveries shall first be applied to fully repay The Regents and participating licensees for the cost of the suit. Any remainder shall be shared among The Regents and licensees who joined the suit who have shared in the reimbursement, with The Regents entitled to fifty percent (50%) of the recovery and the remainder being shared equally among the licensees joining in the action who have shared in the reimbursement of The Regents; or (b) b. refuse to participate in such suit (other than as a nominal party plaintiff). In the event The Regents refuses to participate in such suit; and THE REGENTS , The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEELicensee. LICENSEE Licensee thereafter may thereafter bring suit for patent infringement, at its infringement in Licensee's own expense, if name and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 in the name of 25 Case No. SD97-026 The Regents as nominal party plaintiff and if the infringement occurred during the period and in a jurisdiction where LICENSEE had Licensee has exclusive rights under this Agreement. If, however, LICENSEE In the event Licensee elects to bring suit in accordance accordance, with this paragraphParagraph, THE REGENTS The Regents may thereafter join that such suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong Subject to the party bringing suit; providedParagraph 18.2 b. above, however, that legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 In the event that The Regents refuses to participate in a suit and the Licensee brings same, the Licensee may withhold, during pendency of the suit, up to fifty percent (50%) of the minimum and earned royalty income otherwise due The Regents to offset one-half of Licensee's Infringement Litigation Costs. Licensee's Infringement Litigation Costs shall be deducted from royalty payments on a quarterly basis, and an accounting of such deductions shall be reflected in Licensee's quarterly royalty reports to The Regents provided for in Article 7 (PROGRESS AND ROYALTY REPORTS). Said withheld royalty income shall be applied to only those Infringement Litigation Costs that Licensee incurred during the quarter in which such royalty income was due and owing. Should one-half of the Infringement Litigation Costs of the suit exceed one-half of the royalties allowed to be withheld in accordance with this Paragraph 18.4, Licensee may apply such excess to the following quarter. This same application of excess cost will continue until such time as the suit is finally adjudicated. All recoveries shall first be applied to fully repay both parties for the cost of the suit, and any remainder shall be shared equally. 18.5 Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suithereunder. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice pursuant to The Regents' determination in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 26.1 If LICENSEE Licensee learns of the substantial any infringement of any patent licensed under this AgreementPatent Rights, LICENSEE then Licensee shall call THE REGENTS' attention thereto promptly notify The Regents thereof in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringement and other pertinent information as is in its possession or that it is aware of, except to the extent prevented from doing so by obligations of confidentiality to third parties entered into prior learning of such infringement. Neither party shall Both parties to this Agreement acknowledge that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement neither will notify a third party of the any infringement of any of Regents' Patent Rights during such period and in such jurisdiction without first obtaining consent of the other party, which consent shall will not be unreasonably delayed or denied. During the period and in a jurisdiction where Licensee does not have exclusive rights under this Agreement, Licensee shall not notify any third party of the infringement of any Patent Rights without first obtaining consent of The Regents, which consent will not be unreasonably delayed or denied. Both parties shall use commercially reasonable efforts in cooperation cooperating with each other to terminate a▇▇▇▇ infringement without litigation. 18.2 LICENSEE 26.2 Licensee may give notice to The Regents of its request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety (90) days following the effective date of such request, THE REGENTS then shall have the right to: The Regents may (ai) commence bring suit on its own account, or or (bii) refuse to participate in the bring suit; and THE REGENTS . The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEELicensee’s request. LICENSEE If and only if The Regents refuses to bring suit, Licensee may thereafter bring suit for patent infringementinfringement of such Patent Rights, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the extent that the infringement occurred during the period while and in a jurisdiction where LICENSEE Licensee had exclusive rights under this AgreementAgreement under such allegedly infringed Patent Rights. IfThe Regents shall have the right, howeverat any time, LICENSEE elects to bring join any suit in accordance with this paragraph, THE REGENTS may thereafter join that suit brought by Licensee at its own expense. Upon a party’s request, if the other party is a necessary party required by law, such other party shall determine in good faith, and without delay (taking into account regularly scheduled meetings or other availability of The Regents and Licensee, as applicable), whether or not to participate in such suit at such requesting party’s expense. Licensee agrees not to bring any suit for infringement of any Patent Rights other than as expressly authorized herein. 18.3 Such 26.3 Subject to Section 26.2 and this Section 26.3, all costs of any legal action as is decided on shall be at the expense of born by the party bringing suit such legal action. If The Regents brings such legal action, then The Regents shall be entitled to retain all damages and other awards recovered thereby; provided that, upon bringing such legal action, The Regents shall offer to Licensee to share up to fifty percent (50%) of all recoveries recovered thereby expenses (including attorneys’ fees and expert fees) thereof and, if Licensee so agrees, such damages and other awards shall belong be shared by the parties in proportion to the party share of expenses paid by each party. In addition, Licensee shall have the right, at any time and at its own expense, to intervene in any suit brought by The Regents hereunder in order to pursue legal action for recovery of Licensee’s own damages, and shall be entitled to retain all damages and other awards recovered thereby. Notwithstanding the foregoing, all damages and other awards recovered by Licensee (less Licensee’s costs of bringing suit; providedthe legal action that resulted in such damages and other awards) shall be deemed Net Sales of Licensed Products of Licensee and shall be subject to the royalty obligations set forth in Section 9.1(i) of this Agreement. Except as otherwise provided above, however, that any legal action brought jointly jointly, or subsequently joined, by THE REGENTS The Regents and/or Licensee, and LICENSEE and fully participated in by both shall both, will be at the joint expense of the parties and all recoveries shall will be allocated in the following order: (a) to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and (b) any remaining amount shared jointly by them in proportion to the share of expense expenses paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 26.4 Each party shall reasonably cooperate with the other in litigation proceedings instituted hereunder but party bringing suit at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS either party may be represented by counsel of its choice in any suit brought by LICENSEEthe other party. In no event shall Licensee settle any suit brought by Licensee without the prior written consent of The Regents, if such settlement may reasonably be deemed to prejudice or otherwise adversely affect The Regents’ rights and interests. For the avoidance of doubt, nothing in this Section 26.4 shall give The Regents any right to grant a license to any third party that is inconsistent with the rights and licenses granted to Licensee hereunder in any settlement.

Patent Infringement. 18.1 If LICENSEE learns of 10.1. Each Party shall immediately notify the substantial infringement other Party in writing of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify infringement by a third party of the infringement any Licensed Patent of which such Party becomes aware, and of any action instituted by a third party concerning any alleged infringement or any allegation by any third party of Regents' Patent Rights infringement resulting from the use and commercialization of the Licensed Patents of which such Party becomes aware. 10.2. The Company shall be obligated to defend any third party infringement action as aforesaid, at its sole expense, and Hadasit shall reasonably cooperate with the Company, in connection with the investigation and defense of any infringement action as aforesaid at the Company's expense Hadasit shall have the right (but not the obligation) to be represented by counsel of its choice, at its sole expense (except in the case that representation of both Hadasit and the Company by the same counsel will impose a potential conflict of interests, in such case the Company will cover Hadasit’s out-of-pocket counsel expenses), however without first obtaining having power to overrule the Company's sole discretion regarding directing the defense. Notwithstanding the foregoing, the Company shall not compromise or settle such litigation without the prior written consent of the other partyHadasit, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigationwithheld or delayed. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights10.3. Such request Hadasit and HMO shall be made in writing cooperate and shall include reasonable evidence cause the Researchers to cooperate with the Company and/or its representatives, in connection with the investigation, prosecution or defense of any infringement action as aforesaid, at the Company’s expense and, if required under applicable law, Hadasit shall consent to be named a party to any such action. 10.4. The Company shall have full control of such infringement action and damages full authority to LICENSEE. If settle such action on terms that the infringing activity has not abated within ninety (90) days following the effective date of requestCompany shall determine, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice provided that any settlement of such request action shall not derogate from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive Hadasit's rights under this Agreement. IfIf the settlement adversely affects the interests of Hadasit or involves any act or omission by Hadasit, howeversuch settlement shall be subject to Hadasit’s prior written approval, LICENSEE elects which shall not be unreasonably withheld or delayed. Any proceeds received by the Company in any such litigation shall first be applied to bring suit in accordance with this paragraph, THE REGENTS may cover out-of pocket costs and thereafter join that suit at its own expensedivided 75% (seventy-five) percent to the Company and 25% (twenty-five) percent to Hadasit. 18.3 Such legal 10.5. For the removal of doubt, Hadasit shall not itself be obliged to take any action to defend any action as is decided on shall be at the expense of the party bringing suit referred to in this Section ‎10, save as set forth in Sections 10.2 and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party10.3. 10.6. If LICENSEE pays all the Company fails to take action to defend any action as aforesaid, within 60 (sixty) days after having been duly served with such lawsuit and/or receiving notice from Hadasit in respect thereof (or within a shorter period, if required to preserve the legal expensesrights of Hadasit and/or HMO under applicable law), it then Hadasit shall have the right (but not the obligation) to offset one half take such action at its expense and the Company shall cooperate in the investigation and defense of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against at Hadasit’s expense and, if required under applicable law or contract, consent to be named as a party to any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 such action. Hadasit shall not be reduced have full control of such action and shall have full authority to settle such action on such terms as Hadasit shall determine. Any recovery in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in such litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by for the party bringing the suit, except that THE REGENTS may be represented by counsel account of its choice in any suit brought by LICENSEEHadasit only.

Patent Infringement. 18.1 If LICENSEE learns 6.1 Each party shall promptly inform the other of the substantial any suspected or known infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify LICENSED PATENT by a third party which reasonably comes to it , or is brought to its attention. QMT shall have the right, but shall not be obligated to take appropriate legal action including the commencement and maintenance of any action, suit or proceeding, in connection therewith. In the event that QMT shall elect to take such action, the conduct of the action shall be entirely under the direction and control of QMT and all costs, disbursements and expenses of such action shall be borne solely by QMT. In the event that QMT exercises the rights conferred herein, it may name INVENTORS as a party plaintiff in such action, suit or proceeding, if reasonably necessary under the circumstances. Any and all damages and other sums recovered by QMT in any such action, suit or proceeding, or in settlement thereof, shall be allocated in the following order: (i) to each party as reimbursement of costs, reasonable outside attorneys' fees and other related expenses to the extent each party paid for such costs, fees and expenses, and (ii) any amounts remaining after allocating the amounts set forth in (i) above to be retained solely by QMT, except for amounts reasonably due INVENTORS if compensation under this Agreement was reduced due to such infringement. 6.2 Should QMT not take steps to stop suspected or known infringement of any of Regents' Patent Rights without first obtaining consent LICENSED PATENT, including commencing suit under the provisions of the other partypreceding paragraph within six (6) months after being informed of the infringement, which consent or should QMT commence said suit and thereafter elect to abandon the same, QMT shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other give timely notice to terminate infringement without litigation. 18.2 LICENSEE INVENTORS, who may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence initiate or continue prosecution of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, provided however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both all further expenses of the suit after such notice shall be at borne by INVENTORS, and any recovery after such notice shall be retained in full by INVENTORS. In the joint expense event INVENTORS shall elect to initiate or continue prosecution of such suit, the conduct of the parties and all recoveries action shall be shared jointly by them in proportion to entirely under the share direction and control of expense paid by each party. If LICENSEE pays all legal expenses, it INVENTORS and QMT shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall reasonably cooperate with INVENTORS in connection with such action (including, without limitation, being named or maintained as a nominal party plaintiff if reasonably necessary under the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEEcircumstances).

Patent Infringement. 18.1 If LICENSEE learns of 10.1. Each Party shall immediately notify the substantial infringement other Party in writing of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify infringement by a third party of the infringement any Licensed Patent of which such Party becomes aware, and of any action instituted by a third party concerning any alleged infringement or any allegation by any third party of Regents' Patent Rights infringement resulting from the use and commercialization of the Licensed Patents of which such Party becomes aware. 10.2. The Company shall be obligated to defend any third party infringement action as aforesaid, at its sole expense, and Hadasit shall reasonably cooperate with the Company, in connection with the investigation and defense of any infringement action as aforesaid at the Company’s expense Hadasit shall have the right (but not the obligation) to be represented by counsel of its choice, at its sole expense (except in the case that representation of both Hadasit and the Company by the same counsel will impose a potential conflict of interests, in such case the Company will cover Hadasit’s out-of-pocket counsel expenses), however without first obtaining having power to overrule the Company’s sole discretion regarding directing the defense. Notwithstanding the foregoing, the Company shall not compromise or settle such litigation without the prior written consent of the other partyHadasit, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigationwithheld or delayed. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights10.3. Such request Hadasit and HMO shall be made in writing cooperate and shall include reasonable evidence cause the Researchers to cooperate with the Company and/or its representatives, in connection with the investigation, prosecution or defense of any infringement action as aforesaid, at the Company’s expense and, if required under applicable law, Hadasit shall consent to be named a party to any such action. 10.4. The Company shall have full control of such infringement action and damages full authority to LICENSEE. If settle such action on terms that the infringing activity has not abated within ninety (90) days following the effective date of requestCompany shall determine, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice provided that any settlement of such request action shall not derogate from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive Hadasit’s rights under this Agreement. IfIf the settlement adversely affects the interests of Hadasit or involves any act or omission by Hadasit, howeversuch settlement shall be subject to Hadasit’s prior written approval, LICENSEE elects which shall not be unreasonably withheld or delayed. Any proceeds received by the Company in any such litigation shall first be applied to bring suit in accordance with this paragraph, THE REGENTS may cover out-of pocket costs and thereafter join that suit at its own expensedivided 75% (seventy-five) percent to the Company and 25% (twenty-five) percent to Hadasit. 18.3 Such legal 10.5. For the removal of doubt, Hadasit shall not itself be obliged to take any action to defend any action as is decided on shall be at the expense of the party bringing suit referred to in this Section 10, save as set forth in Sections 10.2 and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party10.3. 10.6. If LICENSEE pays all the Company fails to take action to defend any action as aforesaid, within 60 (sixty) days after having been duly served with such lawsuit and/or receiving notice from Hadasit in respect thereof (or within a shorter period, if required to preserve the legal expensesrights of Hadasit and/or HMO under applicable law), it then Hadasit shall have the right (but not the obligation) to offset one half take such action at its expense and the Company shall cooperate in the investigation and defense of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against at Hadasit’s expense and, if required under applicable law or contract, consent to be named as a party to any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 such action. Hadasit shall not be reduced have full control of such action and shall have full authority to settle such action on such terms as Hadasit shall determine. Any recovery in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in such litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by for the party bringing the suit, except that THE REGENTS may be represented by counsel account of its choice in any suit brought by LICENSEEHadasit only.

Patent Infringement. 18.1 (a) If LICENSEE learns of the any substantial infringement of any patent licensed under this AgreementPatent Rights, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning inform UNIVERSITY and provide THE REGENTS UNIVERSITY with reasonable evidence of such the infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining the consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in and cooperation with each other to terminate infringement without litigation. 18.2 (b) LICENSEE may request that THE REGENTS UNIVERSITY to take legal action against such third party for the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety thirty (9030) days following the effective date of LICENSEE's request, THE REGENTS then UNIVERSITY shall have the right to: (a) elect to or not to commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS . UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-one hundredth (100th100) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, infringement at its own expense, if and only if THE REGENTS UNIVERSITY elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had has an exclusive rights license under this Agreement. If, however, If LICENSEE elects to bring suit in accordance with this paragraphsuit, THE REGENTS UNIVERSITY may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at (c) Unless otherwise agreed to by the expense of the party bringing suit and all parties to this Agreement via good faith negotiations, recoveries recovered thereby from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit; provided. Likewise, howeverunless otherwise agreed to by the parties to this Agreement via good faith negotiation, that legal action actions brought jointly by THE REGENTS UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them first in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its direct out-of-pocket legal expense, expense paid by each party to investigate and pursue the extent they exceed any recoveries recovered by LICENSEE claims against the infringement and second in such legal proportion to damages occurred on each in that action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 (d) Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS UNIVERSITY may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If a) SMALLBIZ makes no patent infringement indemnification warranties other than as stated in this Clause 15 and the LICENSEE learns of releases SMALLBIZ from all implied and statutory patent infringement warranties. b) In the substantial event any claim is made or suit is filed against LICENSEE for alleged patent infringement of any patent licensed under this Agreementpatent(s) of any third parties arising out of LICENSEE’s use of the process or apparatus described in the Patent Rights, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party give written notice promptly to SMALLBIZ of the infringement of any of Regents' Patent Rights without first obtaining consent claim or service of the other party, which consent shall not be unreasonably deniedcomplaint in any such suit giving SMALLBIZ all information in the possession of LICENSEE relating to such claim or suit. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then SMALLBIZ shall have the first right to: (a) commence suit on its own accountto defend or settle any such suit, or (b) refuse to participate in the suit; proceedings, or claim and THE REGENTS LICENSEE shall give notice of its election in writing to LICENSEE by SMALLBIZ such authority, information, and assistance for the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEEdefense or settlement as SMALLBIZ may reasonably require. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half be represented by counsel at such proceedings at its own cost and to participate in, but not control, the defense of any suit. c) If, during the term of this Agreement, LICENSEE is adjudged by a competent Court of Law to have infringed a patent or patents of any third party, and LICENSEE is required by the judgment of the said Court to pay patent royalties or damages or make an account of profits thereon arising out of its out-of-pocket legal expenseuse of the apparatus or process described in the patent rights, SMALLBIZ shall indemnify LICENSEE in respect of the said judgment or any contract liability of LICENSEE with respect to said judgment, PROVIDED THAT SMALLBIZ’s total liability to LICENSEE shall be limited to that liability prescribed in Clause 18 hereof accruing as prior to the extent they exceed any recoveries recovered date of a final decree of final judgment rendered by a Court of competent jurisdiction in a decision unappealed or unappealable from and against all damages and costs adjudged or decreed against and actually paid by LICENSEE in such legal suit or action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 16.1 If LICENSEE either party learns of the substantial infringement of any patent licensed of Licensed Patents, the party shall so inform the other party in writing and shall provide the other party with reasonable evidence of the infringement. During the period and in a jurisdiction where Digirad has exclusive rights under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither neither party shall may notify a third party of the infringement of any of Regents' Patent Rights Licensed Patents without first obtaining written consent of the other party, which consent shall not be unreasonably denieddenied or delayed. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 16.2 Digirad may request that THE REGENTS Berkeley Lab take legal action against the infringement of Regents' Patent RightsLicensed Patents. Such Digirad shall make that request shall be made in writing and shall include reasonable evidence of such the infringement and damages to LICENSEEDigirad. If the infringing activity has not been abated within ninety (90) days following the effective date of that request, THE REGENTS then shall have the right Berkeley Lab may elect to: : (a) commence suit on its own account, or ; or (b) refuse to participate in the suit; and THE REGENTS . Berkeley Lab shall give written notice of its election in writing to LICENSEE Digirad by the end of the one-hundredth ninetieth (100th90th) day after receiving notice of such the request from LICENSEEDigirad. LICENSEE Digirad may thereafter bring suit for patent infringement, at its own expense, if and infringement only if THE REGENTS Berkeley Lab elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 (other than as nominal party plaintiff) and if the infringement occurred during the period and in a jurisdiction where LICENSEE had Digirad has exclusive rights under this Agreement. In such event, Digirad shall have the sole control and sole decision making authority with respect to defending and enforcing the Licensed Patents solely in connection with such suit and further provided that Berkeley Lab does not thereafter join such suit. If, however, LICENSEE Digirad elects to bring suit in accordance with this paragraph, THE REGENTS Berkeley Lab may thereafter join that such suit at its own expense. 18.3 16.3 Such legal action as is decided on shall upon must be at the expense of the party bringing on account of whom suit is brought and all consequent recoveries belong to that party. But if Berkeley Lab and Digirad jointly bring legal action and fully participate in it, the parties must jointly share both the expense and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesparty pays. 18.4 16.4 Each party shall cooperate with the other in litigation proceedings proceedings, including without limitation, signing and arranging for the signature on documents, joining actions as nominal party and similar actions, instituted hereunder under this Agreement but at the expense of the party bringing suiton account of whom suit is brought. Litigation shall be controlled by the The party bringing the suitsuit will control that litigation, except that THE REGENTS Berkeley Lab may elect to be represented by counsel of its choice choice, at its sole expense, in any suit brought by LICENSEEDigirad.

Patent Infringement. 18.1 If LICENSEE learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse ISW agrees to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, defend at its own expensecost and expense all patent claims or patent litigation (including any claim for damages or royalties which may be made or instituted against Hub Operator, if or to which Hub Operator may be a party), based upon or by reason of the installation and only if THE REGENTS elects operation of the System, uncombined with any equipment or device not furnished by ISW, and to commence indemnify and hold Hub Operator harmless from and against any claims, damages or liability incurred or sustained by Hub Operator by reason of any such patent claim or litigation; provided that Hub Operator shall notify ISW promptly in writing of any claim of infringement for which ISW is responsible, shall cooperate with ISW in every reasonable way to facilitate the defense of any such claim, shall allow ISW to have sole control of the defense of any such claim, suit Exclusive License Agreement Page 18 or cause of 25 Case Noaction and all negotiations for the settlement or compromise thereof and shall not settle any such claim or action without the prior written consent of ISW. SD97-026 and if Should any System part thereof become, or in ISW s opinion be likely to become, the infringement occurred during the period and in subject of a jurisdiction where LICENSEE had exclusive rights under this Agreement. Ifclaim for infringement, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit ISW shall at its own expense. 18.3 Such legal action as is decided on shall be at expense and option, either procure for Hub Operator the expense of right to continue using such System or replace the party bringing suit and all recoveries recovered thereby shall belong to same with a non- infringing system or modify the party bringing suitSystem so that it becomes non-infringing or require the System s return; provided, however, that legal action brought jointly by if Equipment is replaced or modified such replacements or modifications shall result in equally suitable substitute equipment. This Section shall survive cancellation or termination of this Agreement. (b) THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expensesFOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR INFRINGEMENT OR THE LIKE OF PATENTS, it shall have the right to offset one half of its out-of-pocket legal expenseTRADEMARKS AND COPYRIGHTS, to the extent they exceed any recoveries recovered by LICENSEE in such legal actionWHETHER DIRECT OR CONTRIBUTORY, against any earned royalties payable under Paragraph 6.1; providedAND IS IN LIEU OF ALL WARRANTIES, howeverEXPRESS, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesIMPLIED OR STATUTORY IN REGARD THERETO, INCLUDING WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 11.1 If LICENSEE learns the Licensee becomes aware of any infringement of the substantial infringement Patents or Trade Marks or misuse of the Know-How it shall promptly notify the Licensor and provide all details within its knowledge. The Licensee shall also provide the Licensor with all assistance requested by the Licensor for the purposes of any patent licensed infringement action the Licensor may bring. 11.2 The Licensor shall be under no obligation to take any action regarding any infringements that come to its attention other than writing to the alleged infringer, whether through the institution of legal proceedings or otherwise, but should the Licensor in its reasonably exercised discretion decide to take any such action, it shall do so at its own cost and the Licensee shall have no claim to any sums recovered by the Licensor. The Licensee shall not be entitled to take action itself. 11.3 If an unlicensed Third Party is making, using, selling or importing a competitive product that infringes a claim in the Patents, and the gross sales of that infringing product in the country of the Patent in question are at least thirty percent (30%) of the Licensee’s sales of the Products in such country, the Licensee shall notify the Licensor in writing to that effect. If, prior to the expiration of one hundred and twenty (120) days from the date of the said notice, the Licensor obtains a discontinuance of such infringement or issues a claim against the Third Party infringer and takes reasonable steps to prosecute such suit, the Licensee’s obligations to pay the Licensor royalties under this AgreementAgreement shall remain unchanged. If, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty after the expiration of one hundred and twenty (30120) days after so learning and provide THE REGENTS with reasonable evidence from the date of the said notice, the Licensor has not obtained a discontinuance of such infringement. Neither party , or not issued a claim against the Third Party infringer or if the Licensor fails to take reasonable steps to take such action, then the royalty payments due from the Licensee shall notify a third party be reduced to *** of the infringement amounts set out under clause 7 of any this Agreement in respect of Regents' Patent Rights without first obtaining consent of Products Supplied in the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against affected jurisdiction until such time as the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence Licensor obtains a discontinuance of such infringement and damages or brings a claim against the Third Party infringer or takes appropriate steps in relation to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseaction. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns of the substantial infringement Wyeth-Ayerst shall give immediate notice in writing to Neose of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto known or presumed infringement in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement Field in the Territory of any of Regents' Patent Rights without first obtaining consent the Neose Patents and will provide Neose its full cooperation in the protection and enforcement of the other party, which consent shall not be unreasonably deniedNeose Patents. Both parties shall use reasonable efforts in cooperation Any award or recovery from an infringement suit against or a settlement with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request such infringer shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong first applied to the party bringing suit; providedreimbursement of legal fees, however, that legal action brought jointly costs and expenses incurred by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries the remainder, if any, shall be shared jointly divided eighty percent (80%) to Neose and twenty percent (20%) to Wyeth-Ayerst between the parties. In any and all settlements between such alleged infringer of Neose Patents and Neose, the prior written consent thereto by them in proportion Wyeth-Ayerst shall be obtained by Neose, such consent not to the share of expense paid by each partybe unreasonably withheld. If LICENSEE pays all legal expenses, it Neose fails to either bring suit against or to enter into negotiations for a settlement with such alleged infringer of a Neose Patent within a reasonable time after written notice of the alleged infringement shall have the right been given to offset one half of its outNeose by Wyeth-of-pocket legal expenseAyerst, then, to the extent they exceed any recoveries recovered by LICENSEE such an infringement occurs in a country in the Territory, Wyeth-Ayerst may seek to prevent such infringement in such legal country at its cost in either or both of the names of the parties hereto. If Wyeth-Ayerst commences an infringement action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party Neose shall cooperate fully with Wyeth-Ayerst and any recovery obtained by Wyeth-Ayerst as the other in litigation result of its proceedings instituted hereunder but at by court action, settlement or otherwise, shall be the expense property of Wyeth-Ayerst after reimbursement of twenty-five percent (25%) of the party bringing suitlegal fees incurred by Neose in cooperating with Wyeth-Ayerst in such infringement action. Litigation In any and all settlements between such an alleged infringer of Neose Patents and Wyeth-Ayerst, the prior written consent thereto by Neose shall be controlled obtained by the party bringing the suitWyeth-Ayerst, except that THE REGENTS may such consent not to be represented by counsel of its choice in any suit brought by LICENSEEunreasonably withheld.

Patent Infringement. 18.1 If 17.1 In the event that LICENSEE learns of the substantial infringement of any patent licensed REGENTS’ PATENT RIGHTS under this AgreementAGREEMENT, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning will promptly inform REGENTS and will provide THE REGENTS with reasonable evidence of such infringement. Neither party shall Both parties to this AGREEMENT acknowledge that during the period and in a jurisdiction where LICENSEE has exclusive rights under this AGREEMENT neither will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably deniedwithheld. Both parties shall will use reasonable efforts their best efforts, in cooperation with each other other, to arrive at a mutually acceptable course of action and to terminate such infringement without litigation. 18.2 17.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent RightsREGENTS’ PATENT RIGHTS. Such request shall will be made in writing and shall will include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not been abated by REGENTS within ninety (90) days following the effective date of such request, THE REGENTS then shall have the right elect either to: (a) commence Commence suit on its own account, ; or (b) refuse Refuse to participate in the such suit; and THE . REGENTS shall will give notice of its election in writing to LICENSEE by the end of the one-one hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementinfringement if, at its own expense, if and only if THE if, REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this AgreementAGREEMENT. IfHowever, however, in the event LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that such suit at its own expense. 18.3 Such . Upon LICENSEE’s request, if REGENTS is a necessary party required by law, REGENTS shall determine in good faith, and without delay (taking into account regularly scheduled meetings or other availability of the REGENTS), whether or not to participate in such suit. Any such legal action as is decided on shall upon will be at the expense of the party bringing on account of whom suit is brought. 17.3 If REGENTS initiate legal action against an infringer of REGENTS’ PATENT RIGHTS, any recovery, by way of damages or otherwise, by REGENTS shall first be allocated to pay REGENTS’ actual costs and all expenses in conducting such legal action against the infringer with respect to infringement of the REGENTS’ PATENT RIGHTS, and any remaining amount from such recovery shall be paid to fifty percent (50%) to REGENTS and fifty percent (50%) to LICENSEE. REGENTS may not settle, compromise or otherwise terminate such legal action in any way that compromises or negatively affects LICENSEE’s rights under this AGREEMENT without the written consent of LICENSEE, which consent shall not be unreasonably withheld. 17.4 If LICENSEE brings the action, any recoveries recovered thereby thereby, by way of damages or otherwise, shall belong first be allocated to pay LICENSEE’s actual costs and expenses in conducting such legal action against the party bringing suit; providedinfringer with respect to infringement of the REGENTS’ PATENT RIGHTS, however, that and any remaining amount from such recovery shall be retained by LICENSEE but shall be deemed to be NET SALES for which LICENSEE shall pay royalties to REGENTS. Any legal action brought jointly by THE REGENTS and LICENSEE LICENSEE, and fully participated in by both shall both, will be at the joint expense of the parties and all recoveries shall will be allocated in the following order: a) to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in proportion to the share of expense expenses paid by each party. If Both LICENSEE pays all legal expensesand REGENTS must consent to any settlement agreement to resolve such suit and, it in any such settlement agreement, only LICENSEE shall have be given the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensessublicense. 18.4 17.5 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation shall Such litigation will be controlled by the party bringing the suitaction, except that THE REGENTS either party may be represented by counsel of its choice in any suit brought solely by LICENSEEthe other party.

Patent Infringement. 18.1 If LICENSEE In the event that a party (for the REGENTS, to the extent of actual knowledge of the licensing professional responsible for administration of this Agreement) learns of the substantial infringement of any patent licensed REGENT PATENT RIGHTS or JOINT PATENT RIGHTS under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning they will promptly provide the other party with notice and provide THE REGENTS with reasonable evidence of such infringementinfringement (“Infringement Notice”). Neither During the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither party shall will notify a third party party, including the infringer, of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably deniedwithheld. Both The parties shall use reasonable efforts in cooperation with each other will cooperate to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity of potential commercial significance has not been abated within ninety (90) [ * ] days following the effective date of requestthe Infringement Notice, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring institute suit for patent infringement, infringement against the infringer. REGENTS may voluntarily join such suit at its own expense, if and only if THE REGENTS elects but may not to thereafter commence suit Exclusive License Agreement Page 18 against the infringer for the acts of 25 Case Noinfringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. SD97-026 and if the infringement occurred during the period and LICENSEE may not join REGENTS in a jurisdiction where suit initiated by LICENSEE had exclusive rights under this Agreement. without REGENTS’ prior written consent, If, howeverin a suit initiated by LICENSEE, REGENTS is involuntarily joined other than by LICENSEE, LICENSEE elects will pay the out-of-pocket costs incurred by REGENTS arising out of such suit, including but not limited to, any legal fees of counsel that REGENTS selects and retains to bring suit represent it in accordance with this paragraphthe suit, THE assuming REGENTS may thereafter join will use reasonable efforts to pursue a joint defense if there are no related conflicts that suit at its own expensemake such joint defense unreasonable. For the avoidance of doubt, REGENTS will determine reasonableness. 18.3 If, within [ * ] days following the effective date of the Infringement Notice, the infringing activity of potential commercial significance has not been abated and if LICENSEE has not brought suit against the infringer, REGENTS may institute suit for patent infringement against the infringer. If REGENTS institutes such suit, LICENSEE may not join such suit without REGENTS’ consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of REGENTS’ suit or any judgment rendered in that suit. 18.4 Such legal action as is decided on shall upon will be at the expense of the party bringing on account of whom suit is brought and all recoveries recovered thereby shall will belong to the party bringing suit; providedsuch party, however, provided that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall both, will be at the joint expense of the parties and all recoveries shall will be allocated in the following order: a) to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are paid in full; and b) any remaining amount shared jointly by them in proportion to the [ * ], but in no event will REGENTS’ share be less than [ * ] of expense paid by each such remaining amounts if REGENTS is a party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 18.5 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation shall Such litigation will be controlled by the party bringing the suitaction, except that THE REGENTS may may, at its own expense, be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 17.1 In the event that Licensee shall learn of the substantial infringement of any patent licensed under this Agreement, LICENSEE Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and shall provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably deniedwithheld. Both parties shall use reasonable efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 17.2 Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then The Regents shall have the right to: (a) commence suit on its own account, ; or (b) refuse to participate in the such suit; , and THE REGENTS The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEELicensee. LICENSEE In the event The Regents elects to bring suit in accordance with this paragraph, Licensee may thereafter join such suit at its own expense. Licensee may thereafter bring suit for patent infringement, at its own expense, infringement if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event Licensee elects to bring suit in accordance with this paragraph, THE REGENTS The Regents may thereafter join that such suit at its own expense. 18.3 17.3 Such legal action as is decided on upon shall be at the expense of the party bringing on account of when suit is brought and all recoveries recovered thereby shall belong to the party bringing suit; such party, provided, however, that legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 17.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS either party may be represented by counsel of its choice in any suit brought by LICENSEEthe other party, at the expense of the party choosing representation by separate counsel.

Patent Infringement. 18.1 12.1 If LICENSEE learns of the substantial possible infringement by a third party of any patent licensed under this AgreementLicensed Patents, LICENSEE shall call will inform THE REGENTS' attention thereto REGENTS in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable all known evidence of such the infringement. Neither party shall notify a LICENSEE will not contact such third party of concerning the infringement without prior written approval of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably deniedTHE REGENTS. Both parties shall The Parties will use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 12.2 LICENSEE may request in writing that THE REGENTS take legal action against the infringement an infringer of Regents' Patent Rights. Such any Licensed Patents, which request shall be made in writing and shall must include reasonable evidence of such the infringement and of potential damages to LICENSEE. If the infringing activity has not abated within ninety LICENSEE.Within one hundred (90100) days following after the effective date of receipt by THE REGENTS of LICENSEE'S request, if the infringement continues, THE REGENTS then shall have the right towill notify LICENSEE in writing that THE REGENTS will either: (a) commence 12.2.1 Commence suit on its own account, ; or (b) refuse 12.2.2 Refuse to participate in the such suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, infringement at its own expenseexpense if, if and only if if, THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had has exclusive rights under this Agreement. IfHowever, however, in the event LICENSEE elects to bring suit in accordance with this paragraphArticle, THE REGENTS may thereafter join that such suit at its own expense. If THE REGENTS elects to not participate in such suit, LICENSEE may join THE REGENTS in any suit in which THE REGENTS is a necessary party for the suit to proceed, and if so joined the LICENSEE will pay all reasonable costs of THE REGENTS associated with joining the suit as a necessary party to the litigation. 18.3 Such 12.3 Any legal or equitable action as is decided on shall brought under Article 12 will be at the expense of the party Party bringing suit such legal or equitable action and all recoveries recovered thereby shall will belong to the party bringing suit; provided, however, that legal such Party. Legal or equitable action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall will be at the joint expense of the parties Parties in such proportions as are agreed to in writing, and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expensesParty, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent or otherwise as they exceed any recoveries recovered by LICENSEE may agree in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenseswriting. 18.4 Each party shall 12.4 The Parties will cooperate with the each other in litigation legal and equitable proceedings instituted hereunder against an infringing third party, but such cooperation by a Party will be at the expense of the party Party bringing suitsuch legal or equitable action; if both Parties bring the action, the principles of Article 12.3 will apply. Litigation shall Such legal or equitable action will be controlled by the party Party bringing the suitlegal or equitable action, except that THE REGENTS may be represented by counsel of its choice in any suit action brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 3.1 Each party will notify the other promptly in writing when any infringement by another of PATENT RIGHTS is uncovered. (a) Company shall have the substantial infringement of first right to enforce any patent licensed under this Agreementwithin PATENT RIGHTS against any infringement or alleged infringement thereof within the ONCORPHARM FIELD, LICENSEE and shall call THE REGENTS' attention thereto at all times keep University informed as to the status thereof. Company may, in writing within thirty its sole judgement and at its own expense, institute suit against any such infringer or alleged infringer EXECUTION COPY and control and defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account, any damages, awards or settlements resulting therefrom, subject to Paragraph 3.2 (30) days after so learning and provide THE REGENTS with reasonable evidence of b); provided, however, that no such infringement. Neither party suit shall notify a third party of be settled without the infringement of any of Regents' Patent Rights without first obtaining consent of the other party▇▇▇▇▇▇▇, which consent shall not be unreasonably deniedwithheld. Both parties This rights to ▇▇▇ for infringement shall use reasonable efforts not be used in cooperation with each other to terminate infringement without litigationan arbitrary or capricious manner. University shall reasonably cooperate in any such litigation at Company' 5 expense. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse Any recovery by Company under Paragraph 3.2(a), after deduction of all reasonable costs and expenses associated with each suit or settlement (the "Net Recovery"), shall be deemed to participate reflect loss of commercial sales, and Company shall pay to University* of such Net Recovery. If the cost and expenses exceed the recovery, then* of the excess shall be credited against royalties or the percentage of SUBLICENSE INCOME payable by Company to University hereunder in connection with sales in or SUBLICENSE INCOME from the suit; and THE REGENTS country of such legal proceedings, provided, however, that any such credit under this Paragraph 3.2(b) shall give notice not * of its election the royalties or the percentage of SUBLICENSE INCOME otherwise payable to University with regard to sales in or SUBLICENSE INCOME from the country of such legal proceedings in any one calendar year, with any excess credit being carried forward to future calendar years. 3.3 If Company elects not to enforce any patent within the PATENT RIGHTS within the ONCORPHARM FIELD, then it shall so notify University in writing to LICENSEE by the end within six (6) months of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementthat an infringement exists, and University may, in its sole judgement and at its own expense, if do so and only if THE REGENTS elects not to commence control, settle, and defend such suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. Ifmanner consistent with the terms and provisions hereof, howeverand recover, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at for its own expenseaccount, any damages, awards or settlements resulting therefrom. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns (a) Each party shall promptly advise the other party in writing of any known acts of potential infringement of the substantial PATENTS by a third party. Licensee has the first option to police the PATENTS against infringement of any patent licensed under this Agreementby third parties in the FIELD OF USE, LICENSEE but Licensee shall call THE REGENTS' attention thereto notify USC in writing within thirty (30) […***…] days after so learning before filing any suit. This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and provide THE REGENTS prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that Licensee shall make any such settlement only with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining advice and consent of the other partyUSC, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEEwithheld or delayed. If Licensee has a reasonable basis for policing the infringing activity has not abated within ninety (90) days following PATENTS, USC shall provide reasonable assistance to Licensee with respect to such actions, including, if required to bring such action, the effective date furnishing of requesta power of attorney or being named as a party, THE REGENTS then shall have but only if Licensee reimburses USC for reasonable out-of-pocket expenses incurred in connection with any such assistance rendered at Licensee’s request or reasonably required by USC. USC retains the right to: (a) commence suit on to participate, with counsel of its own account, or (b) refuse to participate in the suit; choosing and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights any action by Licensee under this AgreementSection, provided that Licensee will at all times control such action. If, however, LICENSEE elects In the event that Licensee wishes to bring suit pursuant to this Paragraph 7(a) but is held to lack standing to bring such suit, USC agrees to bring suit on behalf of Licensee at Licensee’s expense and to take reasonable direction from Licensee and its counsel in accordance with this paragraph, THE REGENTS may thereafter join that conducting such suit at its own expenseand any settlement negotiations arising therefrom. 18.3 Such legal action as is decided on shall be at (b) If Licensee demonstrates to USC that it has a reasonable basis to believe that a third party infringes the expense PATENTS and undertakes to enforce and/or defend the PATENTS by litigation, Licensee may withhold up to […***…] percent ([…***…]%) of the party bringing suit and all recoveries recovered thereby shall belong payments otherwise thereafter due during the course of such litigation to USC under Section 4 under the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at following terms. Licensee may apply the joint expense of the parties and all recoveries shall be shared jointly by them in proportion amounts withheld to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right pay up to offset one half of its Licensee’s out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of Licensee’s employees. In the case where such litigation is concluded (by settlement, judgment, or otherwise) without Licensee receiving any award of damages, if the total amounts withheld by Licensee exceed one-half of Licensee’s litigation expenses as described above, then Licensee shall promptly pay the amount of such excess to USC. If Licensee recovers damages in patent litigation or settlement thereof, the award shall be applied first to satisfy Licensee’s unreimbursed expenses and legal expensefees for the litigation, next to reimburse USC for any payments under Section 4 which are past due or were withheld pursuant to this Section, and then to reimburse USC for any other reasonable unreimbursed out-of-pocket expenses and legal fees for the litigation. The remaining balance shall be allocated between the parties as follows: (i) ordinary damages awarded to Licensee shall be treated as NET SALES for purposes of this Agreement but only to the extent they exceed any recoveries recovered by LICENSEE in such legal actiondamages are based solely on, against any earned royalties payable under Paragraph 6.1or related solely to, the PATENTS subject to this Agreement; provided, however, that earned royalties payble under Paragraph 6.1 and (ii) special or punitive damages shall not be reduced in any given quarter by more than allocated […***…]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses% to Licensee and […***…]% to USC. 18.4 Each party (c) If Licensee fails to take action to ▇▇▇▇▇ any alleged infringement of patents which form the basis for the PATENTS within […***…] days of a request by USC to do so (or within a shorter period if required to preserve the legal rights of USC under any applicable laws) ***Confidential Treatment Requested 8. then USC has the right to take such action (including prosecution of a suit) at its expense and Licensee shall use reasonable efforts to cooperate with the other in litigation proceedings instituted hereunder but such action, at the expense of the party bringing suitUSC’s expense. Litigation shall be controlled by the party bringing the suitUSC has full authority to settle on such terms as USC determines, except that THE REGENTS may USC shall not reach any settlement whereby it provides a license for future activities to a third party under the PATENTS in the FIELD OF USE or agree to limit its right (or the right of Licensee) to practice the inventions claimed by the PATENTS, without the prior written consent of Licensee. If USC recovers damages in patent litigation or settlement thereof, the award shall be represented by counsel of its choice in applied first to satisfy USC’s unreimbursed expenses and legal fees for the litigation, next to reimburse USC for any suit brought by LICENSEEpayments overdue under this Agreement, and then to reimburse Licensee for any reasonable unreimbursed expenses and legal fees for the litigation (such payment not to exceed the recovery or settlement amounts USC actually receives). The remaining balance shall be allocated […***…]% to USC and […***…]% to Licensee.

Patent Infringement. 18.1 If LICENSEE learns 12.1 Each PARTY shall promptly inform the other PARTY of any alleged infringement of UW PROPRIETARY MATTER by a third party, and provide any available evidence thereof. 12.2 Subject to Paragraph 12.6 below, during the term of exclusivity of the substantial license granted hereunder, MICRO VISION shall have the first right to settle any alleged infringement of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party UW PROPRIETARY MATTER by securing cessation of the infringement of any of Regents' Patent Rights without first obtaining consent of the other partyinfringement, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action instituting suit against the infringer, or entering into a sublicensing agreement in and to relevant UW PATENTS in UW PROPRIETARY MATTER. To enjoy said first right, MICRO VISION must initiate bona fide action to settle any alleged infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days of learning of said infringement. After MICRO VISION has recovered its reasonable attorney’s fees and other expenses directly related to any action, suit, or settlement for infringement of UW PROPRIETARY MATTER, UW and MICRO VISION shall divide any remaining damages, awards, or settlement proceeds in the following manner: UW Forty percent (40%) MICRO VISION Sixty percent (60%) provided, however, any payment by an alleged infringer as consideration for the effective date grant of requesta sublicense shall be handled according to the royalty provisions for sublicense set forth in this AGREEMENT. 12.3 If MICRO VISION chooses to institute suit against an alleged infringer during the term of exclusivity as provided in this AGREEMENT, THE REGENTS then MICRO VISION may do so in UW’s name (if required by law, otherwise, in MICRO VISION’S name) but at MICRO VISION’S sole expense, and UW shall, but at MICRO VISION’S expense for UW’s direct associated expenses, fully and promptly cooperate and assist MICRO VISION in connection with any such suit. Any and all damages, awards, or settlement proceeds arising from such a MICRO VISION-initiated action shall have be MICRO VISION’S. 12.4 If MICRO VISION fails, within ninety (90) days of learning of an alleged infringement, to secure cessation of the infringement, institute suit against the infringer, or provide to UW satisfactory evidence that MICRO VISION is engaged in bona fide negotiation for the acceptance by infringer of a sublicense in and to relevant UW PATENTS in UW PROPRIETARY MATTER, UW upon written notice to MICRO VISION may assume full right to:and responsibility to secure cessation of the infringement, institute suit against the infringer, or secure acceptance of a sublicense from MICRO VISION in and to relevant UW PATENTS in UW PROPRIETARY MATTER, approval for which sublicense MICRO VISION shall not unreasonably withhold. (a) commence 12.5 If UW in accordance with the terms and conditions of this AGREEMENT chooses to institute suit on against an alleged infringer, UW may bring such suit in its own accountname (or, or (bif required by law, in its and MICRO VISION’s name) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case NoMICRO VISION shall, but at UW’s expense for MICRO VISION’S direct associated expenses, fully and promptly cooperate and assist UW in connection with any such suit. SD97Any and all damages, awards, or settlement proceeds arising from such a UW-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights initiated action shall be UW’s. 12.6 Neither MICRO VISION nor UW is obligated under this Agreement. If, however, LICENSEE elects AGREEMENT to bring institute a suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseagainst an alleged infringer of UW PROPRIETARY MATTER. 18.3 Such legal action 12.7 Prior to making a claim of infringement or commencing any litigation regarding infringement as is decided on provided for in this Article, MICRO VISION shall be at the expense obtain prior approval of the party bringing suit UW, and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense such approval of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 UW shall not be reduced unreasonably withheld. Prior to settling a claim of infringement or settling any litigation regarding infringement as provided for in any given quarter by more than [***]. Any unused credit may this Article, MICRO VISION shall obtain prior approval of UW, and such approval of UW shall not be carried forward until LICENSEE has received full credit for its creditable legal expensesunreasonably withheld. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 17.1 In the event that Licensee shall learn of the substantial infringement of any patent licensed under this Agreement, LICENSEE Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and shall provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably deniedwithheld. Both parties shall use reasonable efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 17.2 Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then The Regents shall have the right to: (a) commence suit on its own account, ; or (b) refuse to participate in the such suit; , and THE REGENTS The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-one hundredth (100th) day after receiving notice of such request from LICENSEELicensee. LICENSEE In the event The Regents elects to bring suit in accordance with this paragraph, Licensee may thereafter bring join such suit for patent infringement, at its own expense, . Licensee may thereafter bring suit-for patent infringement if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event Licensee elects to bring suit in accordance with this paragraph, THE REGENTS The Regents may thereafter join that such suit at its own expense. 18.3 17.3 Such legal action as is decided on upon shall be at the expense of the party bringing on account of when suit is brought and all recoveries recovered thereby shall belong to the party bringing suit; such party, provided, however, that legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 17.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS either party may be represented by counsel of its choice in any suit brought by LICENSEEthe other party, at the expense of the party choosing representation by separate counsel.

Patent Infringement. 18.1 19.1 If LICENSEE Licensee learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall will notify a third party of the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 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. infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE 19.2 Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall Request must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS The Regents then shall have has the right to: (a) 19.2.1 commence suit on its own account, ; or (b) 19.2.2 refuse to participate in the suit; and THE REGENTS , and 19.2.3 The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such written request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. If, however, LICENSEE Licensee elects to bring suit in accordance with this paragraphParagraph, THE REGENTS The Regents may thereafter join that suit at its own expense. 18.3 Such legal action 19.3 Legal action, as is decided on shall on, will be at the expense of the party bringing suit and all recoveries damages recovered thereby shall will belong to the party bringing suit; provided, however, that but legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall will be at the joint expense of the parties and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 19.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 16.1 If LICENSEE HeartLab learns of the substantial infringement of any patent licensed of Berkeley Lab’s Patent Rights, HeartLab shall so inform Berkeley Lab in writing and shall provide Berkeley Lab with reasonable evidence of the infringement. During the period and in a jurisdiction where HeartLab has exclusive rights under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither neither party shall may notify a third party of the infringement of any of Regents' Berkeley Lab’s Patent Rights without first obtaining written consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE 16.2 HeartLab may request that THE REGENTS Berkeley Lab take legal action against the infringement of Regents' Berkeley Lab’s Patent Rights. Such HeartLab shall make that request shall be made in writing and shall include reasonable evidence of such the infringement and damages to LICENSEEHeartLab. If the infringing activity has not been abated within ninety (90) [***] days following the effective date of that request, THE REGENTS then shall have the right Berkeley Lab may elect to: : (a) commence suit on its own account, or ; or (b) refuse to participate in the suit; . Berkeley Lab [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and THE REGENTS Exchange Commission. shall give written notice of its election in writing to LICENSEE HeartLab by the end of the one-hundredth (100th) day [***] after receiving notice of such the request from LICENSEEHeartLab. LICENSEE HeartLab may thereafter bring suit for patent infringement, at its own expense, if and infringement only if THE REGENTS Berkeley Lab elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had HeartLab has exclusive rights under this Agreement. If, however, LICENSEE HeartLab elects to bring suit in accordance with this paragraph, THE REGENTS Berkeley Lab may thereafter join that such suit at its own expense. 18.3 16.3 Such legal action as is decided on shall upon must be at the expense of the party bringing on account of whom suit is brought and all consequent recoveries belong to that party. But if Berkeley Lab and HeartLab jointly bring legal action and fully participate in it, the parties must jointly share both the expense and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesparty pays. 18.4 16.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder under this Agreement but at the expense of the party bringing suiton account of whom suit is brought. Litigation shall be controlled by the The party bringing the suitsuit will control that litigation, except that THE REGENTS Berkeley Lab may elect to be represented by counsel of its choice in any suit brought by LICENSEEHeartLab.

Patent Infringement. 18.1 If LICENSEE 6.1 In the event that any of GENZYME, its Affiliates or sublicensee(s) learns of the substantial infringement of a third party of any patent licensed under this Agreement, LICENSEE GENZYME shall call THE REGENTS' attention thereto promptly advise CELTRIX in writing within thirty (30) days after so learning and shall provide THE REGENTS CELTRIX with reasonable evidence of such infringement. Neither party In such circumstances, GENZYME shall have at all times the right to immediately cease commercialization and the right either to: (a) Request that CELTRIX itself (if owner of the patent rights) undertake reasonable efforts, or that CELTRIX notify a the owner of the Patent Rights and request that such owner use reasonable efforts, to end such infringement; or (b) Request whether the owner of the Patent Rights will defend such suit or action at its expense, or whether CELTRIX will defend such suit or action on behalf of the owner of the Patent Rights, if such owner notifies CELTRIX of its intent not to or fails to take action against such third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice receipt of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementnotice, provided GENZYME shall be entitled but not obligated to undertake, at its own expense, and control the defense of such suit or action (including control of and entitlement to retain any settlement or damage award received) in its own name and/or in CELTRIX's name, and CELTRIX shall reasonably cooperate with GENZYME in such defense, if and only if THE REGENTS elects not neither the owner of the Patent Rights nor CELTRIX undertake to commence defend such suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under or action; or (c) Terminate this Agreement, but only after GENZYME has reasonably exhausted its remedies under (a) and (b) above. 6.2 CELTRIX is neither obligated to enter into negotiations with a third party to obtain rights for GENZYME under the third party patent nor obligated to defend any suit or action. IfIf CELTRIX, howeverat its sole discretion, LICENSEE elects to bring enter into negotiations with such third party to obtain rights for GENZYME under the third party patent, or if CELTRIX, at its sole discretion, elects to undertake at its own expense the defense of any such suit or action to the extent that the alleged infringement is based on such use hereunder of the Patent Rights, GENZYME shall render CELTRIX all reasonable assistance that may be required by CELTRIX in accordance with this paragraphthe negotiations or in the defense of such suit or action. CELTRIX has the primary right to control the defense of any such suit or action by counsel of its choice, THE REGENTS may thereafter join that suit and GENZYME shall have the right, at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced represented in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other such suit or action in litigation proceedings instituted hereunder but at the expense respect of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented which GENZYME is a defendant by counsel of its choice own choice. The parties agree to cooperate reasonably in any suit brought by LICENSEEsuch defense.

Patent Infringement. 18.1 If LICENSEE learns 9.1 In the event that AMT or any of its sublicensees, as a result of the substantial use of the Xenon Licensed Technology and/or any Licensed Products, is warned or sued by a third party alleging or charging infringement of any patents or patent licensed under this Agreementapplications known to the public after the Effective Date, LICENSEE AMT shall call promptly notify Xenon. 9.2 Upon receiving the prior written consent of Xenon, such consent not to be unreasonably withheld, AMT shall have the right, at its expense, for settling or defending such warning or litigation for patent infringement in which the alleged infringing process or product giving rise to liability for damages includes any use of the Xenon Licensed Technology by AMT or any of its (sub)licensees. AMT acknowledges and agrees that Xenon’s ability to provide such written consent may be contingent upon Xenon being able to obtain the prior consent of [†], UBC, and/or AMC, as appropriate. In such case, AMT will consult with Xenon regarding its decisions in such settlement and defence, and Xenon shall co-operate fully with AMT, so long as all the direct and indirect costs and expenses of bringing and conducting any such defence or settlement shall be borne by AMT, or its (sub)licensees, and in such event all recoveries shall enure to AMT or its (sub)licensees. Notwithstanding the foregoing, no decision or action concerning or governing any final disposition of a warning or suit shall be taken without full consultation and approval by Xenon. Xenon and/or UBC may also elect to participate formally in any [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE REGENTS' attention thereto COMMISSION litigation involving the warning or suit to the extent that the court may permit, but in writing within thirty such case any additional expenses of Xenon or UBC generated by such formal participation will be paid by Xenon or UBC, as appropriate, (30) days after so learning subject to the possibility of recovery of some or all of their respective additional expenses from the litigant). 9.3 Each of the Parties will refrain from any and provide THE REGENTS with reasonable evidence all acts that may harm the patentability of the Xenon Licensed Technology in any jurisdiction. 9.4 In the event that any of the Parties is of the opinion that the Xenon Licensed Technology is or could be infringed by any third party, the Parties shall consult together on the actions to be taken against the concerning third party. In the event the Parties will decide to take any such infringement. Neither party actions, including the institution of legal proceedings jointly, the Parties shall notify a share the costs thereof and all compensations to which such infringing third party may be sentenced to pay. In the event any of the infringement of Parties will decide not to participate in any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made infringing third party, the other Party may take such action in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; name and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects in which event the Party which decided not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. Ifparticipate, however, LICENSEE elects shall render all necessary assistance to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expensesuch actions. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If 10.1 In the event that LICENSEE learns shall learn of the substantial infringement of any patent licensed under this Agreementof the Licensed Patents, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and promptly provide THE REGENTS LICENSOR with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that neither will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation cooperate with each other in an attempt to terminate such infringement without litigation. 18.2 10.2 LICENSEE may request that THE REGENTS LICENSOR take legal action against the infringement of Regents' Patent Rightsinfringement. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not been abated within ninety sixty (9060) days following the effective date of such request, THE REGENTS then LICENSOR shall have the right to: (a) commence suit on its own account, account or (b) refuse to participate in the such suit; and THE REGENTS . 10.3 LICENSOR shall give notice of its election in writing to LICENSEE by the end of the one-hundredth within sixty (100th60) day days after receiving notice of such request from LICENSEELICENSEE and absent refusal to participate in such suit, shall commence suit promptly thereafter, but with control of such suit remaining in LICENSOR. LICENSEE shall have the right to join or intervene at its own expense in any such suit commenced by LICENSOR. LICENSEE may thereafter at its election bring suit for patent infringementinfringement if, at its own expense, if and only if THE REGENTS if, LICENSOR elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this the Agreement, or in the event fails to diligent prosecute such lawsuit. IfHowever, however, in the event LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS LICENSOR may thereafter join that such suit at its own expense. 18.3 expense and control of such suit shall remain with LICENSEE. Such legal action as is decided on upon shall be at the expense of the party bringing on whose account suit is brought and all recoveries recovered thereby shall belong to the party bringing suit; such party, provided, however, that for legal action brought jointly by THE REGENTS and LICENSOR and/or LICENSEE (or by any one or more of such parties with later joinder or intervention by the other and fully participated in by both shall be at the joint expense of the parties and all parties), such recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half after deduction of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered loss suffered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE...

Patent Infringement. 18.1 If LICENSEE learns 9.1 In the event that LICR or MPI determines that a third party may be infringing a claim of a patent within SRP Joint Patent Rights, it will so notify the substantial other party in writing. MPI shall have the right at its expense to institute and control all actions brought for infringement of SRP Joint Patent Rights. All recoveries in any patent licensed under this Agreement, LICENSEE such suit shall call THE REGENTS' attention thereto be shared equally between LICR and MPI after deducting MPI's out-of-pocket expenses (including attorney fees) incurred by MPI as the result of any such action. LICR shall have the right but not the obligation to bring suit at its expense for infringement of SRP Joint Patent Rights in writing the event MPI fails to bring suit within thirty one hundred twenty (30120) days after so learning of any such notice. All recoveries in any such suit shall inure to LICR. MPI and provide THE REGENTS LICR shall each have the exclusive rights, but not the obligation, to enforce their respective MPI FRP Patent Rights and LICR FRP Patent Rights and retain all recoveries therefrom. 9.2 In the event any party shall initiate or carry on legal proceedings under Part 9.1 hereof, the other party shall fully cooperate with, and supply all ________________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. reasonable evidence of assistance requested by the party initiating or carrying on such infringementproceedings. Neither party shall notify a third party compromise or settle any claim or action under Part 9.1 hereof in any manner that would affect the rights of the infringement of any of Regents' Patent Rights other party without first obtaining the written consent of the said other party, which consent shall not be unreasonably deniedwithheld. Both parties Part 10 - Indemnification ------------------------- 10.1 LICR Materials, MPI Materials, FRP Joint Materials, SRP Joint Materials, LICR Technology, MPI Technology, FRP Joint Technology and SRP Joint Technology are being provided to and accepted by each party WITHOUT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. Each party, and its directors, officers, employees, or agents assume no liability and make no representation in connection with its Materials and Technology, including FRP and SRP Joint Materials and FRP and SRP Joint Technology, or their use by any other party. No representation is made as to the testing of any reagent provided for the presence or absence of any pathogens in any reagent and each party assumes all risk of harm with respect to any such pathogens. Part 11 - Term and Early Termination ------------------------------------ 11.1 Unless sooner terminated as herein provided, this Second Research Agreement shall use reasonable efforts continue in cooperation full force and effect commencing with each other to terminate infringement without litigationthe Effective Date and continuing until the expiration of the last-to-expire patent in MPI FRP Patent Rights, LICR FRP Patent Rights or SRP Joint Patent Rights. 18.2 LICENSEE 11.2 Either party may terminate this Second Research Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of then this Second Research Agreement shall continue in full force and effect. If a breach complained of involves the payment of money hereunder by either party, the cure period will be shortened to thirty (30) days. Parts 5, 6 and 7 hereof will remain in full force and effect and survive any termination of this Second Research Agreement. ________________________ ** Certain portions of this exhibit have been omitted based upon a request for confidential treatment that THE REGENTS take legal action against has been filed with the infringement Commission. The omitted portions have been filed separately with the Commission. 11.3 In the event that further lawful performance of Regents' Patent Rights. Such request this Second Research Agreement or any part hereof by either party shall be made in writing and shall include reasonable evidence rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of requestparty, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced considered in default hereunder by reason of any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesfailure to perform occasioned thereby. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 17.1 In the event that the Licensee shall learn of the substantial infringement of any patent licensed under this Agreement, LICENSEE the Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and shall provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period and in a jurisdiction where the Licensee has exclusive rights under this Agreement, neither will notify a third party of the alleged infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use their reasonable efforts in cooperation with each other to terminate such infringement without litigation. The Licensee shall have no obligation, and The Regents shall have no right, to grant rights to such infringing party in derogation of the Licensee's exclusive licenses under this Agreement. 18.2 LICENSEE 17.2 The Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEEthe Licensee. If the infringing activity has not been abated within ninety (90) days following the effective date of such request, THE REGENTS then The Regents shall have the right to: (a) commence suit on its own account, account or (b) refuse to participate in the such suit; , and THE REGENTS The Regents shall give notice of its election in writing to LICENSEE the Licensee by the end of the one-hundredth (100th) day after [CONFIDENTIAL TREATMENT REQUESTED]after receiving notice of such request from LICENSEEthe Licensee. LICENSEE Absent refusal under Paragraph 17.2 (b), The Regents shall commence suit promptly thereafter, in no event later than [CONFIDENTIAL TREATMENT REQUESTED]following such notice. Election by The Regents to commence such suit shall be without prejudice of the right of the Licensee to intervention on its own account under Rule 24 of the Federal Rules of Civil Procedure, provided that before application to the court therefor, the Licensee shall first meet with The Regents and discuss fully with them its reasons for such intervention. The Licensee may thereafter bring suit for patent infringement, at its own expense, infringement if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE the Licensee had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event the Licensee elects to bring suit in accordance with this paragraph, THE REGENTS The Regents may thereafter join that such suit at its own expense. Failing such joinder: (i) as between the Licensee and The Regents, the Licensee shall have the sole right to prosecute such action and recover damages for infringement, including past infringement; and (ii) The Regents acknowledges that it will be bound by the results of such action, will refrain from duplicate litigation involving such infringement by the infringing party and those in privity with it, will cooperate with the Licensee at the Licensee's expense in responding to discovery requests by the infringing party relevant to issues of patent validity and enforceability, and upon request will submit to the court an affidavit to the foregoing effects. 18.3 17.3 Such legal action as is decided on upon shall be at the expense of the party bringing on account of whom suit is brought and all recoveries recovered thereby shall belong to the such party bringing suit; provided, however, that legal action brought jointly by THE REGENTS The Regents and LICENSEE the Licensee, or by one such party with later intervention or joinder by the other, and fully participated in by both shall be at the joint expense of the parties and all recoveries from such joint legal action shall be shared jointly by them allocated in the following order: (i) to each party as reimbursement of costs and fees of outside attorneys and other related expenses to the extent each party paid for such costs, fees and expenses in proportion to the share of expense expenses paid by each party. If LICENSEE pays all legal expensesparty and until such costs, it shall have fees, and expenses are consumed; and (ii) any remaining amount to be divided by the right to offset one half of its out-of-pocket legal expense, to parties in the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than following manner: 1) [***CONFIDENTIAL TREATMENT REQUESTED] and 2) [CONFIDENTIAL TREATMENT REQUESTED]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 17.4 Each party shall agrees to cooperate with the other in litigation legal proceedings instituted hereunder but at the expense of the party bringing suiton account of whom such proceeding is brought. Litigation Such legal proceedings shall be controlled by the party bringing the suit, action except that THE REGENTS The Regents may be represented by counsel of its choice, at its expense, pursuant to The Regents' determination in any action brought by the Licensee and the Licensee may be represented by counsel of its choice at its sole expense in any suit action brought by LICENSEEThe Regents in which the Licensee intervenes.

Patent Infringement. 18.1 If LICENSEE learns 9.1. In the event of the substantial any alleged act of patent infringement of any patent licensed under right obtained pursuant to this Agreement and owned by Wavetech in any country, Wavetech shall, subject to any exceptions pursuant to Article 6: (a) have the sole option and right to determine whether said act constitutes infringement of any patent subject to this Agreement and to bring a lawsuit or other action for injunction and/or damages, (b) bear all investigation and litigation costs related to the alleged infringement, (c) receive any awards of damages, statutory damages and awards of attorney's fees, expenses and/or costs obtained during the course of any litigation, and (d) pay any awards of damages, statutory damages and awards of attorney's fees, expenses and/or costs related to any counterclaims, and shall indemnify Softalk with respect thereto. Softalk shall fully cooperate with Wavetech in any dispute (lawsuit or otherwise) brought pursuant to this Article 9.1 and Wavetech will reimburse Softalk for any travel expenses or reasonable attorney fees related thereto. 9.2. In the event of any alleged act of patent infringement of any patent right obtained pursuant to this Agreement and owned by Softalk in any country pursuant to this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty Softalk shall, subject to any exceptions pursuant to Article 6: (30a) days after so learning have the sole option and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the right to determine whether said act constitutes infringement of any of Regents' Patent Rights without first obtaining consent of the patent subject to this Agreement and to bring a lawsuit or other partyaction for injunction and/or damages, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse bear all investigation and litigation costs related to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent alleged infringement, at its own expense(c) receive any awards of damages, if statutory damages and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 awards of 25 Case No. SD97-026 and if the infringement occurred attorney's fees, expenses and/or costs obtained during the period course of any litigation, (d) pay any awards of damages, statutory damages and in a jurisdiction where LICENSEE had exclusive rights under this Agreementawards of attorney's fees, expenses and/or costs related to any counterclaims, and shall indemnify Wavetech with respect thereto. If, however, LICENSEE elects to bring suit in accordance Wavetech shall fully cooperate with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced Softalk in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit dispute (lawsuit or otherwise) brought pursuant to this Article 9.2 and Softalk will reimburse Wavetech for its creditable legal expensesany travel expenses or reasonable attorney fees related thereto. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 a) If LICENSEE learns the Licensor or the Licensee determines that a Third Party is infringing a claim or claims of the substantial infringement of any patent licensed under this Agreementwithin the Licensor Patent Rights, LICENSEE shall call THE REGENTS' attention thereto it will notify the other Party in writing as soon as practicable after discovery of the infringement. Should the Licensor elect to s▇▇ the alleged infringer in its own name and at its own expense, all recoveries in such suit shall inure to the benefit of the Licensor. If the Licensor determines that any Third Party infringed the claim(s) of the patent within the Licensed Patent Rights and Licensor did not disclose to the Licensee such infringement within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of discovery in writing, then, in that case, the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then Licensee shall have the right to: (a) to commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, action at its own expense, if and only if THE REGENTS elects not the Licensor agrees to commence suit Exclusive License Agreement Page 18 join any such action as a necessary party to that. The Licensee will control any such action, and the Licensor may be represented by the counsel of 25 Case Noits choice and cost. SD97-026 and if All recoveries in any such action commenced by the infringement occurred during Licensee shall inure to the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expensebenefit of the Licensee. 18.3 Such legal action as b) If the Licensee or its Affiliate is decided on shall be at sued by a Third Party for infringement of such Third Party’s patent resulting from the expense manufacture, use, offering to sell, or sale of the party bringing suit and all recoveries recovered thereby Licensed Product by the Licensee, or its Affiliate, the Licensee shall belong to promptly notify the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at Licensor. During the joint expense pendency of the parties and all recoveries shall be shared jointly by them in proportion to suit or legal proceeding, notwithstanding its right under Section 12(c), the share of expense paid by each party. If LICENSEE pays all legal expenses, it Licensee shall have the right to offset one half of its out-of-pocket legal expense, apply the Royalties due to the extent they exceed any recoveries recovered by LICENSEE Licensor against the Licensee’s litigation expenses in such suit or legal action, proceedings or to apply such Royalty amounts against any earned royalties payable under Paragraph 6.1; provided, however, amount paid to a Third Party in settlement of such litigation provided that earned royalties payble under Paragraph 6.1 shall not be reduced the Licensor consents to any such settlement in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenseswriting. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE 8.1 In the event that NLX learns of the substantial infringement in the Field of any patent licensed under this Agreementin Licensed Patent Rights, LICENSEE NLX shall call THE REGENTS' attention thereto so inform DIAM in writing within thirty (30) days after so learning and shall provide THE REGENTS DIAM with reasonable evidence of such infringement. Neither Both parties to this Agreement agree that during the Term, neither party shall will notify a third party of the infringement of any of Regents' Licensed Patent Rights in the Field without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other fully cooperate to terminate such infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal 8.2 Under the Regents License, the Regents have certain rights to act as the lead party in any infringement litigation to enforce the Licensed Patent Rights. In the event the Regents decide not to lead such litigation, DIAM shall determine which party shall act as the lead party in any litigation action against the infringement of Regents' the Licensed Patent RightsRights in the Field. Such request shall be made In the event DIAM determines it will act as the lead party in writing and shall include reasonable evidence of such the infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of requestsuit, THE REGENTS then NLX shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; any such infringement litigation and THE REGENTS shall give notice be represented by counsel of its election in writing choice when such litigation relates specifically to LICENSEE by a Licensed Product. The Regents has the end of the one-hundredth (100th) day after receiving notice of right at all times to join such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 8.3 In any infringement suit either party may institute to enforce the Licensed Patent Rights pursuant to this Agreement, the other party shall, at the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. No such suit shall be settled by a party in any manner which diminishes the rights of the other party hereto under this Agreement without the written agreement of both parties. 8.4 Such legal action as is decided on shall be at the expense of the party bringing on account of whom suit is brought and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each such party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 17.1 In the event that Licensee shall learn of the substantial infringement of any patent or right licensed under this Agreement, LICENSEE Licensee shall call THE REGENTS' Rutgers/UMDNJ's attention thereto in writing within thirty (30) days after so learning writing. Both parties to this Agreement agree that during the period and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall in a jurisdiction where Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' Rutgers/UMDNJ Patent Rights or such other intellectual property rights without first obtaining consent of the other party, which consent shall not be unreasonably deniedwithheld. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. Rutgers/UMDNJ shall have the first option to undertake the enforcement of the Rutgers/UMDNJ Patent Rights, provided, however, that Licensee may join with Rutgers/UMDNJ and its counsel in prosecuting such legal action, provided, however, that if the use of counsel chosen by Rutgers/UMDNJ would present such counsel with a conflict of interest then Licensee may obtain counsel of its choice at its sole expense. 18.2 LICENSEE 17.2 Licensee may request that THE REGENTS Rutgers/UMDNJ take legal action against the infringement of Regents' Rutgers/UMDNJ Patent RightsRights licensed under this Agreement. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEELicensee. If Rutgers/UMDNJ does not commence a diligent legal challenge within sixty (60) business days after such request (or immediately in the event Licensee requests that Rutgers/UMDNJ seek provisional relief and reasonably demonstrates that such relief is required), and the infringing activity has not been abated within ninety (90) days following such time, or if at any time thereafter Rutgers/UMDNJ does not persist in such diligent legal challenge until the effective date of requestinfringement has been abated, THE REGENTS then shall have the right to: (a) commence suit on its own accountLicensee may, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement, have control over the prosecution of legal actions relating thereto. IfHowever, however, LICENSEE in the event Licensee elects to bring suit in accordance with this paragraphparagraph 17.2, THE REGENTS Rutgers/UMDNJ may thereafter join that suit at with Licensee and its own expense. 18.3 Such counsel in prosecuting such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; action, provided, however, that legal action brought jointly if the use of counsel chosen by THE REGENTS and LICENSEE and fully participated Rutgers/UMDNJ would present such counsel with a conflict of interest then Rutgers/UMDNJ may obtain counsel of its choice at its sole expense. 17.3 Recoveries or reimbursements from any such litigation or settlement within the scope of paragraph 17.2 in by both a jurisdiction in which Licensee had exclusive rights under this Agreement at the time of the infringement shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion first applied to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its reimburse Licensee and/or Rutgers/UMDNJ for out-of-pocket legal expenselitigation costs (with respect to Licensee, to the extent they exceed not theretofore credited against royalties in accordance with paragraph 17.5) and then to Rutgers/UMDNJ for any royalties past due or withheld pursuant to paragraph 17.5. Any remaining recoveries recovered or reimbursements shall be divided between Licensee and Rutgers/UMDNJ at a rate of 15% to Rutgers/UMDNJ and 85% to Licensee. 17.4 In the event that a claim or suit is asserted or brought against Licensee alleging that the manufacture or sale of any Licensed Product by LICENSEE Licensee or its sublicensees, or the use of such Licensed Product by any customer of any of the foregoing, infringes proprietary rights of a third party, Licensee shall give written notice thereof to Rutgers/UMDNJ. Licensee may, in its sole discretion, modify such Licensed Product to avoid such infringement and/or may settle on terms that it deems advisable in its sole discretion, subject to paragraph 17.6. Otherwise, Licensee shall have the right, but not the obligation, to defend any such claim or suit. In the event Licensee elects not to defend such suit, Rutgers/UMDNJ shall have the right, but not the obligation to do so at its sole expense. 17.5 [***] payable to Rutgers/UMDNJ hereunder for such country and apply the same toward one-half of its actual, reasonable out-of-pocket litigation costs. If one half of such litigation costs in such legal action, against any earned country exceed 50% of royalties payable under Paragraph 6.1; providedto Rutgers/UMDNJ in any year in which such costs are incurred than the amount of such costs, howeverexpenses and amounts paid in judgement or settlement, in excess of such 50% of the royalties payable shall be carried over and credited against royalty payments in future years for such country. 17.6 Licensee shall not settle or compromise any suit in a manner that earned royalties payble under Paragraph 6.1 imposes any obligations or restrictions on Rutgers/UMDNJ or grants any rights to the Rutgers/UMDNJ Patent Rights without Rutgers' written permission, which permission shall not be reduced unreasonably withheld. Rutgers/UMDNJ shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on Licensee without Licensee's written permission, which permission shall not be unreasonably withheld. 17.7 In any action to enforce any of the Rutgers/UMDNJ Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction. 17.8 Notwithstanding the foregoing, with respect to any country in which a third-party commences a legal action in any given quarter by more than country in which Licensee has exclusive rights under this Agreement alleging that the practice of Rutgers/UMDNJ Patent Rights infringes the third-party's patent rights, Licensee shall withhold, pending final resolution of the litigation, [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 3.1 Each party will notify the other promptly in writing when any infringement by another of PATENT RIGHTS is uncovered. (a) Company shall have the substantial infringement of first right to enforce any patent licensed under this Agreementwithin PATENT RIGHTS against any infringement or alleged infringement thereof within the ONCOR FIELD, LICENSEE and shall call THE REGENTS' attention thereto at all times keep University informed as to the status thereof. Company may, in writing within thirty (30) days after so learning its sole judgement and provide THE REGENTS at its own expense, institute suit against any such infringer or alleged infringer and control and defend such suit in a manner consistent with reasonable evidence of the terms and provisions hereof and recover, for its account, any damages, awards or settlements resulting therefrom, subject to Paragraph 3.2(b); provided, however, that no such infringement. Neither party suit shall notify a third party of be settled without the infringement of any of Regents' Patent Rights without first obtaining consent of the other party▇▇▇▇▇▇▇, which consent shall not be unreasonably deniedwithheld. Both parties This rights to ▇▇▇ for infringement shall use reasonable efforts not be used in cooperation with each other to terminate infringement without litigationan arbitrary or capricious manner. University shall reasonably cooperate in any such litigation at Company's expense. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse Any recovery by Company under Paragraph 3.2(a), after deduction of all reasonable costs and expenses associated with each suit or settlement (the "Net Recovery"), shall be deemed to participate reflect loss of commercial sales, and Company shall pay to University * of such Net Recovery. If the cost and expenses exceed the recovery, then * of the excess shall be credited against royalties or the percentage of SUBLICENSE INCOME payable by Company to University hereunder in connection with sales in or SUBLICENSE INCOME from the suit; and THE REGENTS country of such legal proceedings, provided, however, that any such credit under this Paragraph 3.2(b) shall give notice not exceed * of its election the royalties or the percentage of SUBLICENSE INCOME otherwise payable to University with regard to sales in or SUBLICENSE INCOME from the country of such legal proceedings in any one calendar year, with any excess credit being carried forward to future calendar years. 3.3 If Company elects not to enforce any patent within the PATENT RIGHTS within the ONCOR FIELD, then it shall so notify University in writing to LICENSEE by the end within six (6) months of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringementthat an infringement exists, and University may, in its sole judgement and at its own expense, if do so and only if THE REGENTS elects not to commence control, settle, and defend such suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. Ifmanner consistent with the terms and provisions hereof, howeverand recover, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at for its own expenseaccount, any damages, awards or settlements resulting therefrom. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 3.1 In the event JHU or the COMPANY shall learn of the substantial infringement of any patent licensed under this Agreementincluded within JHU NEUROIMMUNOPHILIN PATENT RIGHTS, LICENSEE the party who learns of the infringement shall call THE REGENTS' attention thereto promptly notify the other party in writing within thirty (30) days after so learning and shall provide THE REGENTS the other party with reasonable all available evidence of such infringement. Neither party HOLDINGS and JHU shall notify a third party use commercially reasonable efforts to eliminate such infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringer has been formally notified of the infringement of by HOLDINGS, HOLDINGS shall have the right, but not the obligation, to commence suit against such infringement on its own account; provided that, HOLDINGS may elect to commence any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other such suit prior to terminate infringement without litigationsaid ninety (90) day period. 18.2 LICENSEE 3.2 Subject to Paragraph 3.1 above, JHU may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing bring suit on its own account and shall include reasonable evidence of such infringement and damages at its cost, but only if HOLDINGS elects not to LICENSEE. If the infringing activity has not abated commence suit, either by formal notice or by failure by HOLDINGS to act within ninety (90) days following the effective date end of request, THE REGENTS then the initial ninety (90) day period referenced in Paragraph 3.1 above. The COMPANY shall have retain the right to:to join any suit initiated by JHU. (a) commence 3.3 If JHU is made a party through the actions of HOLDINGS to an infringement suit brought by HOLDINGS, any costs, expenses or fees incurred by JHU as a result of such action shall be reimbursed by HOLDINGS, provided that nothing herein shall be deemed to require HOLDINGS to reimburse JHU for any such costs incurred by JHU as a result of JHU's suit on its own account, or (b) refuse account pursuant to participate Paragraph 3.2 above. *The asterisk denotes that confidential portions of this exhibit have been omitted in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end reliance on Rule 24b-2 of the one-hundredth (100th) day after receiving notice Securities Exchange Act of such request from LICENSEE1934. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if The confidential portions have been submitted separately to the Securities and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseExchange Commission. 18.3 Such legal 3.4 Legal action as is decided on to eliminate infringement and/or recover damages brought pursuant to this ARTICLE 3 shall be at the full expense of the party bringing by whom suit and all recoveries is brought. All such damages actually recovered thereby by a party hereto ("LITIGATION PROCEEDS") shall belong first be used to the reimburse each party bringing suit; provided, however, that for its expenses in connection with such legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them (in proportion to the share expenses of expense paid by each party. If LICENSEE pays , if recovery is insufficient to cover all legal such expenses, it ) and the remainder of such LITIGATION PROCEEDS (the "REMAINDER") shall have the right to offset one half of its out-of-pocket legal expense, be allocated 85% to the extent they exceed any recoveries recovered by LICENSEE party hereto taking the lead in such legal representing the interests of the owners of the JHU NEUROIMMUNOPHILIN PATENT RIGHTS in the action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesand 15% to the other party hereto. 18.4 3.5 Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the proceedings. Either party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented at its own expense by counsel of its choice in any suit brought by LICENSEEsuit.

Patent Infringement. 18.1 If LICENSEE learns (a) In the event that either party becomes aware that any third party is infringing any patents included within the Patents in any country or countries, the party becoming aware of such infringement shall promptly give notice of such infringement to the other party. Any possible action against such alleged infringement of the substantial Patents will be carried out by either or both of the parties in accordance with the provisions specified hereinafter in paragraphs (b), (c), (d) and (e). (b) Whenever it would concern a patent or patent application falling within the definition of Patents and of which Medisorb retains full title and ownership pursuant to Article 5 a), Medisorb shall use all reasonable efforts to take action against such infringement of any patent licensed under this Agreementin its own name, LICENSEE shall call THE REGENTS' attention thereto at its own expense and on its own behalf. If Medisorb fails to take action against such infringement, or if Medisorb does not use reasonable efforts in writing carrying out such action after commencement thereof, within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence the notice referred to in paragraph (a) above or after having become aware of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request ▇▇▇▇▇▇▇ shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on entitled at its own account, or (b) refuse to participate in the suit; discretion and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, to take immediate action against such infringement in its own name, at its own expense and on its own behalf. If ▇▇▇▇▇▇▇ commences or assumes such action, ▇▇▇▇▇▇▇ may credit [ ] of any royalty otherwise due to Medisorb for sales in such country or countries against the amount of the expenses and costs of such action, including without limitation, attorney fees actually incurred by ▇▇▇▇▇▇▇. The amount of expenses so deducted shall be paid to Medisorb out of the recoveries, if any, received by ▇▇▇▇▇▇▇ as a result of such action. Except for such repayment of royalties deducted, ▇▇▇▇▇▇▇ shall be entitled to retain all recoveries therefrom. In no event shall Medisorb settle with such infringing third party in the Field without the prior written consent of ▇▇▇▇▇▇▇. (c) Whenever it would concern a patent or patent application falling within the definition of Patents and only of which ▇▇▇▇▇▇▇ retains full title and ownership pursuant to Article 5 B), ▇▇▇▇▇▇▇ shall have the right but not the obligation to take action against such infringement in its own name, at its own cost and on its own behalf. If ▇▇▇▇▇▇▇ fails to take action against such infringement, or if THE REGENTS elects ▇▇▇▇▇▇▇ does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to commence suit Exclusive License Agreement Page 18 in paragraph (a) above or after having become aware of 25 Case No. SD97-026 such infringement, Medisorb shall be entitled at its own discretion and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense, to take action against such infringement. Medisorb shall be entitled to retain all recoveries, if any, therefrom. 18.3 Such legal action as is decided on shall (d) Whenever it would concern a patent or patent application falling within the definition of Patents and of which ▇▇▇▇▇▇▇ and Medisorb jointly retain full title and ownership pursuant to Article 5 (c), and whenever in such case the infringing product would be at a drug product falling within the expense definition of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; providedField, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it ▇▇▇▇▇▇▇ shall have the right but not the obligation to offset one half take action against such infringement in its own name, at its own cost and on its own behalf. If ▇▇▇▇▇▇▇ fails to take action against such infringement, or if ▇▇▇▇▇▇▇ does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, Medisorb shall be entitled at its out-of-pocket legal own discretion and at its own expense, to the extent they exceed take action against such infringement, it being understood that ▇▇▇▇▇▇▇ will have a continuing right to take over any such action at its own expense and shall pay to Medisorb from any recoveries recovered by LICENSEE ▇▇▇▇▇▇▇ receives (i) Medisorb's expenses and (ii) from any sums remaining after deduction of Medisorb's and ▇▇▇▇▇▇▇'▇ expenses, an amount proportionate to Medisorb's expenses in relation to ▇▇▇▇▇▇▇'▇ expenses. Whenever it would concern a patent or patent application falling within the definition of Patents and of which ▇▇▇▇▇▇▇ and Medisorb jointly retain full title and ownership pursuant to Article 5 (c), and whenever in such legal case the infringing product would be a drug product falling outside the definition of the Field, Medisorb shall have the right but not the obligation to take action against such infringement in its own name, at its own cost and on its own behalf. If Medisorb fails to take action against such infringement, or if Medisorb does not use reasonable efforts in carrying out such action after commencement thereof, within thirty (30) days after the notice referred to in paragraph (a) above or after having become aware of such infringement, ▇▇▇▇▇▇▇ shall be entitled at its own discretion and at its own expense, to take action against such infringement, it being understood that Medisorb will have a continuing right to take over any such action at its own expense. If ▇▇▇▇▇▇▇ commences or assumes such action, ▇▇▇▇▇▇▇ may credit [ ]of any royalty otherwise payable to Medisorb payable hereunder against any earned the amount of the expenses and costs of such action, including without limitation, attorney fees actually incurred by ▇▇▇▇▇▇▇. The amount of expenses so deducted shall be paid to Medisorb out of the recoveries, if any, received by ▇▇▇▇▇▇▇ as a result of such action. Except for such repayment of royalties payable under Paragraph 6.1; provideddeducted, however, that earned royalties payble under Paragraph 6.1 ▇▇▇▇▇▇▇ shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesentitled to retain all recoveries therefrom. 18.4 (e) Each party shall agrees to cooperate reasonably with the other party in litigation proceedings instituted hereunder but at such litigation, including making available to the expense other party records, information, and evidence relevant to the infringement of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEEPatent.

Patent Infringement. 18.1 If 12.1 In the event that LICENSEE learns shall learn of the substantial infringement of any patent licensed under this Agreementof the Licensed Patents, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and promptly provide THE REGENTS LICENSOR with reasonable evidence of such infringement. Neither party shall Both parties to this Agreement agree that neither will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation cooperate with each other in an attempt to terminate such infringement without litigation. 18.2 12.2 LICENSEE may request that THE REGENTS LICENSOR take legal action against the infringement of Regents' Patent Rightsinfringement. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not been abated within ninety one hundred twenty (90120) days following the effective date of such request, THE REGENTS then LICENSOR shall have the right to: (a) commence suit on its own account, account or (b) refuse to participate in the such suit; and THE REGENTS . 12.3 LICENSOR shall give notice of its election in writing to LICENSEE by the end of the one-hundredth within sixty (100th60) day days after receiving notice of such request from LICENSEELICENSEE and absent refusal to participate in such suit, shall commence suit promptly thereafter, but with control of such suit remaining in LICENSOR. LICENSEE shall have the right to join or intervene at its own expense in any such suit commenced by LICENSOR. LICENSEE may thereafter at its election bring suit for patent infringementinfringement if, at its own expense, if and only if THE REGENTS if, LICENSOR elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this the Agreement. IfHowever, however, in the event LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS LICENSOR may thereafter join that such suit at its own expense. 18.3 expense and control of such suit shall remain with LICENSEE. Such legal action as is decided on upon shall be at the expense of the party bringing on whose account suit is brought and all recoveries recovered thereby shall belong to the party bringing suit; such party, provided, however, that for legal action brought jointly by THE REGENTS and LICENSOR and/or LICENSEE (or by any one or more of such parties with later joinder or intervention by the other and fully participated in by both shall be at the joint expense of the parties and all parties), such recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half after deduction of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered loss suffered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If In the event that LICENSEE learns of the substantial infringement of any patent licensed REGENTS’ PATENT RIGHTS under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and will promptly provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing notice and shall include reasonable [***] evidence of such infringement and damages to LICENSEE(“Infringement Notice”). If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during During the period and in a jurisdiction where LICENSEE had has exclusive rights under this Agreement, [***]. IfBoth parties will use diligent efforts, howeverin cooperation with each other, to terminate such infringement without litigation. 18.2 If the infringing activity of potential commercial significance has not been abated within [***] ([***]) days following the effective date of the Infringement Notice, LICENSEE elects to bring may institute suit in accordance with this paragraph, THE for patent infringement against the infringer. REGENTS may thereafter voluntarily join that such suit at its own expense, but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of LICENSEE’s suit or any judgment rendered in that suit. LICENSEE may request that REGENTS join in a suit initiated by LICENSEE, but any agreement by REGENTS to join such suit must be in writing and shall be subject approval of the UC Board of Regents. If requested by LICENSEE, REGENTS will make best efforts to obtain prompt approval from the UC Board of Regents. Nothing in this Article 18 shall be deemed to limit the ability of a court to involuntarily join REGENTS as a necessary or required party to a proceeding initiated by LICENSEE or to limit LICENSEE’s ability to request or submit motions in respect of any such involuntary joinder. If, in a suit initiated by LICENSEE, [***], [***] costs incurred by REGENTS arising out of such suit, including but not limited to, any legal fees of counsel that REGENTS selects and retains to represent it in the suit. If, within [***] ([***]) days following the effective date of the Infringement Notice, the infringing activity of potential commercial significance has not been abated and if LICENSEE has not brought suit against the infringer, REGENTS may institute suit for patent infringement against the infringer. If REGENTS institutes such suit, [***]. 18.3 Such legal action as is decided on shall upon will be at the expense of the party bringing suit [***] and all [***] recoveries recovered thereby shall will belong to the party bringing suit; provided[***], however, provided that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall [***], will be at the joint expense of the parties [***] and all recoveries shall will be allocated in the following order: a) to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each party; and b) any remaining amount shared jointly by them in proportion to the share of expense expenses paid by each party (for clarity, excluding any expenses that have been paid or reimbursed by the other party. If LICENSEE pays all legal expenses), it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE but in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not no event will REGENTS’ share be reduced in any given quarter by more less than [***] percent ([***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses%) of such remaining amount if REGENTS is a party. 18.4 Each party shall will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation shall Such litigation will be controlled by the party bringing the suitaction, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEELICENSE. 18.5 Any agreement made by LICENSEE for the purposes of settling litigation or other dispute shall comply with the requirements of Article 4 (Sublicenses) of this Agreement.

Patent Infringement. 18.1 (a) If LICENSEE a party learns of the any substantial infringement of any patent licensed under this AgreementPatent Rights, LICENSEE that party shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning inform the other party and provide THE REGENTS with reasonable any available evidence of such infringement. Neither party shall notify a any third party party, except [*], of the infringement of any of Regents' Patent Rights without first obtaining the consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse [*] shall have an obligation to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end prosecute any infringement of the onePatent Rights or Know-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expenseHow. 18.3 Such legal (c) If a party commences action as is decided on shall be against an infringer, the other party will cooperate reasonably in such activity at the expense of the party bringing pursuing such suit. If necessary, LICENSOR agrees to be named the plaintiff in any action where the suit and all recoveries recovered thereby would not be proper if not brought in the name of LICENSOR. (d) Recoveries from actions brought pursuant to Paragraph 5.2(c) shall belong to the party bringing pursuing such suit; provided, howeverexcept that in the event that LICENSEE brings suit for infringement of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment, LICENSOR shall be reimbursed for any amount which would have been due to LICENSOR under this Agreement if the products sold by the infringer actually had been sold by LICENSEE, provided that legal action brought such amount shall not exceed [*]% of the monetary damages awarded to LICENSEE Legal actions conducted jointly by THE REGENTS LICENSOR and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. (e) Litigation shall be controlled by the party bringing the suit, except that THE REGENTS where LICENSOR is the named party for purposes of legal standing but is not actively pursuing the suit as described in Section 5.2(d), and the corresponding costs shall be born by the party bringing the suit. [*] may at its own expense be represented by counsel of its choice in any suit brought by LICENSEE[*]. (f) LICENSEE acknowledges that [*] has also the right, but not the obligation, to prosecute any infringement of their licensed Patent Rights or Know­ How, and that LICENSOR may cooperate with [*] in such activity and may be named the plaintiff in any action where the suit would not be proper if not brought in the name of LICENSOR. LICENSEE is granted the right but not the obligation to participate in such suit pursued by [*] and or LICENSOR, if its own rights licensed hereunder may be affected by such suit.

Patent Infringement. 18.1 20.1 If LICENSEE Licensee learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE 20.2 Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety thirty (9030) days following the effective date of request, THE REGENTS then shall have The Regents has the right to: (a) to commence suit on its own account, or (b) account or refuse to participate in the suit; and THE REGENTS . 20.3 The Regents shall give notice of its election to commence suit in writing to LICENSEE Licensee by the end of the one-one hundredth (100th) day after receiving notice of such written request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. If, however, LICENSEE Licensee elects to bring suit in accordance with this paragraphParagraph 20.3, THE REGENTS then The Regents may thereafter join that suit at its own expense. 18.3 Such legal action 20.4 Licensee agrees not to bring suit for patent infringement without following the procedures of this Article 20 (Patent Infringement), and both parties agree to be bound by the outcome of a suit for patent infringement through the pendency of such a suit under Paragraph 20.3. 20.5 Legal action, as is decided on shall on, will be at the expense of the party bringing suit and all recoveries damages recovered thereby shall will belong to the party bringing suit; provided, however, that but legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall will be at the joint expense of the parties and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 20.6 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEELicensee. In such case, the costs incurred by The Regents' counsel shall be borne by The Regents.

Patent Infringement. 18.1 12.1. If LICENSEE learns of the substantial possible infringement by a third party of any patent licensed under this AgreementLicensed Patents, LICENSEE shall call will inform THE REGENTS' attention thereto REGENTS in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable all known evidence of such the infringement. Neither party shall notify a LICENSEE will not contact such third party of concerning the infringement without prior written approval of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably deniedTHE REGENTS. Both parties shall The Parties will use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 12.2. LICENSEE may request in writing that THE REGENTS take legal action against the infringement an infringer of Regents' Patent Rights. Such any Licensed Patents, which request shall be made in writing and shall must include reasonable evidence of such the infringement and of potential damages to LICENSEE. If the infringing activity has not abated within ninety Within one hundred (90100) days following after the effective date of receipt by THE REGENTS of LICENSEE’s request, if the infringement continues, THE REGENTS then shall have the right towill notify LICENSEE in writing that THE REGENTS will either: (a) commence 12.2.1. Commence suit on its own account, ; or (b) refuse 12.2.2. Refuse to participate in the such suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, infringement at its own expenseexpense if, if and only if if, THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had has exclusive rights under this Agreement. IfHowever, however, in the event LICENSEE elects to bring suit in accordance with this paragraphArticle, THE REGENTS may thereafter join that such suit at its own expense. If THE REGENTS elects to not participate in such suit, LICENSEE may join THE REGENTS in any suit in which THE REGENTS is a necessary party for the suit to proceed, and if so joined the LICENSEE will pay all reasonable costs of THE REGENTS associated with joining the suit as a necessary party to the litigation. 18.3 Such 12.3. Any legal or equitable action as is decided on shall brought under Article 12 will be at the expense of the party Party bringing suit such legal or equitable action and all recoveries recovered thereby shall will belong to the party bringing suit; provided, however, that legal such Party. Legal or equitable action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall will be at the joint expense of the parties Parties in such proportions as are agreed to in writing, and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expensesParty, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent or otherwise as they exceed any recoveries recovered by LICENSEE may agree in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenseswriting. 18.4 Each party shall 12.4. The Parties will cooperate with the each other in litigation legal and equitable proceedings instituted hereunder against an infringing third party, but such cooperation by a Party will be at the expense of the party Party bringing suitsuch legal or equitable action; if both Parties bring the action, the principles of Article 12.3 will apply. Litigation shall Such legal or equitable action will be controlled by the party Party bringing the suitlegal or equitable action, except that THE REGENTS may be represented by counsel of its choice in any suit action brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE Licensee learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE then Licensee shall call THE REGENTSThe Regents' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringementinfringement of which Licensee is aware. Neither party shall will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate infringement without litigation. It is understood that nothing in this Article 18 shall obligate the Licensee to sublicense any third party. 18.2 LICENSEE Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' Patent Rights. Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety [*** Redacted] (90[*** Redacted]) days [*** Redacted] following the effective date of request, THE REGENTS then shall have The Regents has the right to: (a) 18.2.1 commence suit on its own account, ; or (b) 18.2.2 refuse to participate in the suit; , and THE REGENTS The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth [*** Redacted] (100th[*** Redacted]) day [*** Redacted] after receiving notice of such written request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 suit, or does not respond to Licensee within such [*** Redacted] period, and if the infringement occurred during the period and in a jurisdiction and field of use where LICENSEE Licensee had exclusive rights under this AgreementAgreement apart from the license to the government hereunder. If, however, LICENSEE Licensee elects to bring suit in accordance with this paragraphParagraph 19.2, THE REGENTS then The Regents may thereafter join that suit at its own expense. Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by an order *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. of a court for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 19.2. 18.3 Such legal action Legal action, as is decided on shall on, will be at the expense of the party bringing suit and all recoveries damages recovered thereby shall will belong to the party bringing suit; provided, however, that but legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall will be at the joint expense of the parties and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expensesThe Regents brings suit solely in their own name without participation by Licensee, it then Licensee shall have the right option, up to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [*** Redacted] ([*** Redacted]) [*** Redacted] after the filing of the suit, to pay [*** Redacted] ([*** Redacted]) of The Regents' attorneys fees and all costs, including internal costs, directly related to the suit and share equally with The Regents' in The Regents' recoveries attributable to a period and jurisdiction in which Licensee's rights are exclusive. Any unused credit may be carried forward until LICENSEE has received full credit for The Regents shall keep Licensee informed of its creditable legal expensesinternal costs directly related to the suit and its accounting thereof from time to time as requested by Licensee. 18.4 Each party shall cooperate with the other (including participate, but only to the extent necessary) in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 20.1 If LICENSEE Licensee learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE then Licensee shall call THE REGENTS' The Regents’ attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringement. Neither party shall will notify a third party of the infringement of any of Regents' ’ Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE 20.2 Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' ’ Patent Rights. Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEELicensee. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have The Regents has the right to: (a) 20.2.1 commence suit on its own account, ; or (b) 20.2.2 refuse to participate in the suit; , and THE REGENTS The Regents shall give notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) day after receiving notice of such written request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE Licensee had exclusive rights under this Agreement. If, however, LICENSEE Licensee elects to bring suit in accordance with this paragraphParagraph 20.2, THE REGENTS then The Regents may thereafter join that suit at its own expense. Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by an order of a court for patent infringement, patent infringement issues and patent infringement defenses raised through the pendency of such a suit under this Paragraph 20.2. 18.3 Such legal action 20.3 Legal action, as is decided on shall on, will be at the expense of the party bringing suit and all recoveries damages recovered thereby shall will belong to the party bringing suit; provided, however, that but legal action brought jointly by THE REGENTS The Regents and LICENSEE Licensee and fully participated in by both shall will be at the joint expense of the parties and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 20.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS The Regents may be represented by counsel of its choice in any suit brought by LICENSEELicensee.

Patent Infringement. 18.1 19.1 If LICENSEE the Licensee learns of the substantial infringement of any patent licensed under this Agreement, LICENSEE the Licensee shall call THE REGENTS' The Regents’ attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS The Regents with reasonable evidence of such infringementinfringement of which Licensee is aware. Neither party shall will notify a third party of the infringement of any of Regents' ’ Patent Rights without first obtaining consent of the other party, which consent shall will not be unreasonably denied. Both parties shall use commercially reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE 19.2 The Licensee may request that THE REGENTS The Regents take legal action against the infringement of Regents' ’ Patent Rights. Such request shall must be made in writing and shall must include reasonable evidence of such infringement and damages to LICENSEEthe Licensee. If the infringing activity has not abated within ninety (90) days following the effective date of requesta request by Licensee, THE REGENTS The Regents then shall have has the right to: (a) to commence suit on its own account, or (b) ; or refuse to participate in the suit; and THE REGENTS . The Regents shall give notice of its election hereunder in writing to LICENSEE the Licensee by the end of the one-hundredth (100th) day after receiving notice of such written request from LICENSEEthe Licensee. LICENSEE The Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS The Regents elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE the Licensee had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such 19.3 Any legal action as is decided on shall brought pursuant to this Article 19 will be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that but legal action brought jointly by THE REGENTS The Regents and LICENSEE and fully participated in by both shall the Licensee will be at the joint expense of the parties and all recoveries shall will be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all a party solely brings an action against a third party for alleged infringement of The Regents’ Patent Rights, any damages recovered in such suit shall be applied first toward any unreimbursed expenses and legal expensesfees of the parties related thereto, it with any balance being allocated between the parties in accordance with their relative interests in the infringed patents in The Regents Patent Rights such that if such damages are awarded for lost profits on sales of Licensed Products in the Field of Use, then the balance shall have the right to offset one half of its out-of-pocket legal expensebe retained by Licensee, subject to the extent they exceed any recoveries recovered by LICENSEE payment of a royalty thereon to The Regents that would be due if such balance were Net Sales of Licensed Products in the Field of Use, but if such legal actiondamages are awarded for lost profits on sales of products other than Licensed Products in the Field of Use, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 then The Regents shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesretain such balance. 18.4 19.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall will be controlled by the party bringing the suit, except that THE REGENTS either party may be represented by counsel of its choice choice, at its expense, in any suit brought by LICENSEEthe other party.

Patent Infringement. 18.1 (a) If LICENSEE learns of the any substantial infringement of any patent licensed under this AgreementPatent Rights, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning inform UNIVERSITY and provide THE REGENTS UNIVERSITY with reasonable evidence of such the infringement. Neither party shall notify a third party of the infringement of any of Regents' Patent Rights without first obtaining the consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in and cooperation with each other to terminate infringement without litigation. 18.2 (b) LICENSEE may request that THE REGENTS UNIVERSITY to take legal action against such third party for the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of LICENSEE's request, THE REGENTS then UNIVERSITY shall have the right to: (a) elect to or not to commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS . UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, infringement in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if THE REGENTS UNIVERSITY elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had has an exclusive rights license under this Agreement. If, however, If LICENSEE elects to bring suit in accordance with this paragraphsuit, THE REGENTS UNIVERSITY may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit; providedsuit except that in the event that LICENSEE brings suit for infringement of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment, however, that legal action UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under this Agreement if the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by THE REGENTS UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 (d) Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns of 10.1. Each Party shall immediately notify the substantial infringement other Party in writing of any patent licensed under this Agreement, LICENSEE shall call THE REGENTS' attention thereto in writing within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringement. Neither party shall notify infringement by a third party of the infringement any Licensed Patent of which such Party becomes aware, and of any action instituted by a third party concerning any alleged infringement or any allegation by any third party of Regents' Patent Rights infringement resulting from the use and commercialization of the Licensed Patents of which such Party becomes aware. 10.2. The Company shall be obligated to defend any third party infringement action as aforesaid, at its sole expense, and Hadasit shall reasonably cooperate with the Company, in connection with the investigation and defense of any infringement action as aforesaid at the Company's expense Hadasit shall have the right (but not the obligation) to be represented by counsel of its choice, at its sole expense (except in the case that representation of both Hadasit and the Company by the same counsel will impose a potential conflict of interests, in such case the Company will cover Hadasit’s out-of-pocket counsel expenses), however without first obtaining having power to overrule the Company's sole discretion regarding directing the defense. Notwithstanding the foregoing, the Company shall not compromise or settle such litigation without the prior written consent of the other partyHadasit, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigationwithheld or delayed. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights10.3. Such request Hadasit and HMO shall be made in writing cooperate and shall include reasonable evidence cause the Researchers to cooperate with the Company and/or its representatives, in connection with the investigation, prosecution or defense of any infringement action as aforesaid, at the Company’s expense and, if required under applicable law, Hadasit shall consent to be named a party to any such action. [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. 10.4. The Company shall have full control of such infringement action and damages full authority to LICENSEE. If settle such action on terms that the infringing activity has not abated within ninety (90) days following the effective date of requestCompany shall determine, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice provided that any settlement of such request action shall not derogate from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive Hadasit's rights under this Agreement. IfIf the settlement adversely affects the interests of Hadasit or involves any act or omission by Hadasit, howeversuch settlement shall be subject to Hadasit’s prior written approval, LICENSEE elects which shall not be unreasonably withheld or delayed. Any proceeds received by the Company in any such litigation shall first be applied to bring suit in accordance with this paragraph, THE REGENTS may cover out-of pocket costs and thereafter join that suit at its own expensedivided [ * ]. 18.3 Such legal 10.5. For the removal of doubt, Hadasit shall not itself be obliged to take any action to defend any action as is decided on shall be at the expense of the party bringing suit referred to in this Section 10, save as set forth in Sections 10.2 and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party10.3. 10.6. If LICENSEE pays all the Company fails to take action to defend any action as aforesaid, within [ * ] days after having been duly served with such lawsuit and/or receiving notice from Hadasit in respect thereof (or within a shorter period, if required to preserve the legal expensesrights of Hadasit and/or HMO under applicable law), it then Hadasit shall have the right (but not the obligation) to offset one half take such action at its expense and the Company shall cooperate in the investigation and defense of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against at Hadasit’s expense and, if required under applicable law or contract, consent to be named as a party to any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 such action. Hadasit shall not be reduced have full control of such action and shall have full authority to settle such action on such terms as Hadasit shall determine. Any recovery in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in such litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by for the party bringing the suit, except that THE REGENTS may be represented by counsel account of its choice in any suit brought by LICENSEEHadasit only.

Patent Infringement. 18.1 If LICENSEE learns In the event that either Licensor or Licensee shall learn of the substantial an infringement of any patent licensed under this Agreement, LICENSEE the discovering party shall call THE REGENTS' attention thereto inform the other in writing within thirty (30) days after so of learning of the infringement and provide THE REGENTS with reasonable include in such notice the available evidence of such infringement. Neither party shall Both parties to this Agreement agree that during the period, and in a jurisdiction where the Licensee has exclusive rights under this Agreement, neither will notify a third party of the infringement of any of Regents' Licensor's Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable their best efforts in cooperation with each other to terminate such infringement without litigation. 18.2 LICENSEE The Licensor may request that THE REGENTS Licensee take legal action against the infringement of Regents' the Licensor's Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEEwriting. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then Licensee shall have six (6) months within which to resolve the right to: (a) commence suit alleged infringement in a manner and on its own account, or (b) refuse such terms and conditions as are acceptable to participate in the suit; Licensor and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if infringement within the infringement occurred during the six (6) period and in a jurisdiction where LICENSEE the Licensee had exclusive rights under this Agreement. IfHowever, however, LICENSEE in the event the Licensee elects to bring suit in accordance with this paragraph, THE REGENTS the Licensor may thereafter join that such suit at its own expense. 18.3 Such If legal action as is decided on upon, it shall be at the expense of the party bringing on account of whom suit is brought and all recoveries recovered thereby shall belong be distributed as follows: (1) if Licensee brings legal action on its own account, to the party bringing suitextent there is a recovery of compensation for lost royalty or license revenue, Licensor shall be entitled to a share of said recovery in the same proportion as it would otherwise be entitled to in accordance with the royalty and license revenue provisions set forth in the Agreement; provided, however, that and (2) should legal action brought jointly by THE REGENTS the Licensor and LICENSEE the Licensee and fully participated in by both shall be at the joint expense of the parties any and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensesjointly. 18.4 Each party shall agrees to cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suiton account of whom suit is brought. Litigation Such litigation shall be controlled by the party bringing the suit, except that THE REGENTS either party may be represented by counsel of its choice pursuant to such party's determination in any suit brought by LICENSEEthe other party.

Patent Infringement. 18.1 If LICENSEE learns ▇▇▇▇▇ represents that the use or sale of the substantial goods delivered hereunder will not infringe the claims of any United States patent covering the goods itself but does not warrant against infringement by reason of the use thereof in combination with other products or in the operation of any process not provided by Comar or to the extent that the specifications were provided by Customer. INDEMNIFICATION Comar shall indemnify and hold Customer harmless from any and all losses, claims, suits, proceedings, expenses, recoveries and damages, including reasonable legal expenses and costs ("Losses"), arising out of (i) Comar's negligence or willful misconduct or (ii) any and all claims of any nature alleging infringement of any patent licensed letters patent, trade secrets or other intellectual property rights used to manufacture the Product, other than as a result of Customer's breach of its warranties and representations or its obligations under this Agreement. 1" = "1" "3441122v1" "" 3441122v1 Customer shall at all times during and after the term of this Agreement be responsible for, LICENSEE and shall call defend, indemnify and hold Comar harmless from and against any and all Losses arising out of any claim by a third party relating to the Products or any aspect of the performance of this Agreement, to the extent such liability results from a patent or trademark infringement claim, from a product liability claim or from the negligence or willful misconduct of Customer, or any breach of a representation or warranty given herein by Customer. LIMITATION OF LIABILITY COMAR EXPRESSLY DISCLAIMS ANY LIABILITY TO ITS CUSTOMERS, DEALERS AND REPRESENTATIVES AND TO USERS OF ITS PRODUCTS, AND TO ANY OTHER PERSON OR PERSONS FOR SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSSES OR EXPENSES, OF ANY KIND AND FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE REGENTS' attention thereto SALE OR USE OF SAID PRODUCTS. Comar shall have no liability for any additional costs not specifically identified in writing this Agreement. Comar's maximum liability shall not in any case exceed the contract price for the goods claimed to be defective or unsuitable. PAYMENT TERMS Payment is required within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence of such infringementinvoice date. Neither party shall notify a third party of In the infringement of event Customer fails to timely pay for any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts goods or in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then case Comar shall have the right to: (a) commence suit on its own accountany doubt at any time as to Customer’s financial responsibility, or (b) refuse Comar may decline to participate in the suit; and THE REGENTS shall give notice of its election in writing make further deliveries. All invoices not timely paid will be subject to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not a late payment service charge equal to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense1½ percent per month. 18.3 Such legal action as is decided on shall be at the expense of the party bringing suit and all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expense, to the extent they exceed any recoveries recovered by LICENSEE in such legal action, against any earned royalties payable under Paragraph 6.1; provided, however, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expenses. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.

Patent Infringement. 18.1 If LICENSEE learns 9.1 The Parties shall inform one another promptly and in writing of the substantial any alleged infringement of any patent licensed under of the MARINA Patent Rights by a Third Party in the Field and of any available evidence thereof. The Parties shall not notify any Third Party regarding any such infringement without the other Party’s consent, which consent will not be unreasonably withheld, and they shall cooperate to attempt to stop any such infringement without litigation. 9.2 During the term of this Agreement, LICENSEE MARINA shall call THE REGENTS' attention thereto have the right, but shall not be obligated, to prosecute at its own expense any such infringements of any of the patent rights referred to in Article 9. 1. If MARINA prosecutes any such infringement, MONSANTO agrees that M▇▇▇▇▇ ▇▇▇ include MONSANTO as a co-plaintiff in any such suit, without expense to MONSANTO. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without MONSANTO’s consent, which consent shall not unreasonably be withheld. The total cost of any such infringement action commenced or defended solely by MARINA shall be borne by MARINA. 9.3 If within six (6) months after having been notified of any alleged infringement and being provided by MONSANTO with substantial evidence thereof, and if MARINA has been unsuccessful in persuading the alleged infringer to desist and has not brought suit and is not diligently prosecuting an infringement action, or if MARINA shall notify MONSANTO in writing at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and under those circumstances only, MONSANTO shall have the right, but shall not be obligated, to prosecute at its own expense any alleged infringement of the MARINA Patent Rights, and MONSANTO may, for such purposes, join MARINA as co-plaintiff at no cost to MARINA. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of MARINA, which consent shall not unreasonably be withheld. MONSANTO shall indemnify MARINA against any order for costs that may be made against MARINA in such proceedings. [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] 9.4 Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, or as otherwise provided in Article 9.5, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses incurred by MONSANTO or MARINA, shall be retained by the party that brought and controlled such litigation for purposes of this Agreement, except that any recovery realized by MONSANTO as a result of such litigation, after reimbursement of the parties’ litigation expenses, shall be treated as Sales Revenue for purposes of this Agreement. 9.5 In the event that, after using reasonable efforts to stop the infringement by other means, MONSANTO commences an action in accordance with Article 9.3 against an alleged infringer who is selling Products in a country, then so long as MONSANTO is diligently pursuing such action, MONSANTO may withhold from the royalties otherwise thereafter due MARINA hereunder in the country or countries where the infringement actions are filed and where such actions are being pursued (the “Applicable Royalty Stream”), an amount equal to not more than up to [***] percent ([***]%) of its actual, reasonable outside attorneys’ fees, incurred directly in connection therewith, provided, that the aggregate amount which MONSANTO may withhold in any period may not exceed [***] percent ([***]%) of the amount of the Applicable Royalty Stream for such period. Said withholding of royalties shall begin no earlier than the date such litigation commences. Any recovery or damages by MONSANTO for any such suit shall be applied first in satisfaction of any unreimbursed outside legal fees of MONSANTO for such suit, and next toward reimbursement of MARINA for any royalties past due or withheld and applied pursuant to this Article. The balance remaining from any such recovery shall be subject to Article 9.4. 9.6 In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the MARINA Patent Rights is brought against MONSANTO, then MARINA, at its option, shall have the right, within thirty (30) days after so learning and provide THE REGENTS with reasonable evidence commencement of such infringement. Neither party shall notify a third party action, to intervene and to control the sole defense of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent shall not be unreasonably denied. Both parties shall use reasonable efforts in cooperation with each other to terminate infringement without litigation. 18.2 LICENSEE may request that THE REGENTS take legal action against the infringement of Regents' Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following the effective date of request, THE REGENTS then shall have the right to: (a) commence suit on its own account, or (b) refuse to participate in the suit; and THE REGENTS shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement, at its own expense, if and only if THE REGENTS elects not to commence suit Exclusive License Agreement Page 18 of 25 Case No. SD97-026 and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. If, however, LICENSEE elects to bring suit in accordance with this paragraph, THE REGENTS may thereafter join that suit at its own expense. 18.3 Such legal action as is decided on shall be 9.7 In any infringement suit that either Party may institute to enforce any of the MARINA Patent Rights pursuant to this Agreement, the other Party hereto shall, at the request and expense of the party bringing suit and Party initiating such suit, cooperate in all recoveries recovered thereby shall belong to the party bringing suit; provided, however, that legal action brought jointly by THE REGENTS and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. If LICENSEE pays all legal expenses, it shall have the right to offset one half of its out-of-pocket legal expenserespects and, to the extent they exceed any recoveries recovered by LICENSEE in such legal actionpossible, against any earned royalties payable under Paragraph 6.1; providedhave its employees testify when requested and make available relevant evidence, howeverrecords, that earned royalties payble under Paragraph 6.1 shall not be reduced in any given quarter by more than [***]. Any unused credit may be carried forward until LICENSEE has received full credit for its creditable legal expensespapers, information, samples, specimens, and the like. 18.4 Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that THE REGENTS may be represented by counsel of its choice in any suit brought by LICENSEE.