Common use of Patent Infringement Clause in Contracts

Patent Infringement. (a) If LICENSEE learns of any substantial infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the infringement. Neither party shall notify a third party of the infringement of Patent Rights without the consent of the other party. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of 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 ninety (90) days following LICENSEE’s request, UNIVERSITY shall elect to or not to commence suit on its own account. 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 in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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, 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 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. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 9.1 If LICENSEE either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in writing Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. 9.3 Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final nonsub-appealable licence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) If LICENSEE learns of any substantial infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable available evidence of the such infringement. Neither party Party shall notify a third party of the infringement of Patent Rights without the consent of the other partyParty, which consent shall not be unreasonably withheld. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of 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 ninety (90) days [***] following LICENSEE’s ’S request, UNIVERSITY shall elect to or not to commence suit on its own account. 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 in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. University shall give all necessary powers for instituting infringement proceedings. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. If however UNIVERSITY joins such suit on demand of LICENSEE because it is legally necessary, [***]. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party Party bringing suit 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, 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 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. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE. [***] 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.

Patent Infringement. 23.1 In the event that The Regents (ato the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) If LICENSEE or Licensee learns of any substantial infringement of Patent Rightspotential commercial significance of any patent licensed under this Agreement, LICENSEE shall so inform UNIVERSITY the knowledgeable party will provide the other (i) with written notice of such infringement and provide UNIVERSITY (ii) with reasonable any evidence of such infringement available to it (the infringement“Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither The Regents nor Licensee will notify a third party possible infringer of infringement or put such infringer on notice of the infringement existence of any Patent Rights without the first obtaining consent of the other partyother.. If 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, then 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 Licensee. Both parties shall The Regents and Licensee will use reasonable their diligent efforts to cooperate with each other reasonably and cooperation in good faith to terminate such infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of 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 LICENSEE’s requestthe date the Infringement Notice is given, UNIVERSITY shall elect to or not to commence suit on its own account. 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 then Licensee may thereafter bring institute suit for patent infringement in its own name (and in against the name of UNIVERSITY if necessary) and infringer. The Regents may voluntarily join such suit at its own expense, if and only if UNIVERSITY elects but may not to otherwise commence suit and against the infringer for the acts of infringement occurred that are the subject of Licensee’s suit or any judgment rendered in that suit. Licensee may not join The Regents as a party in a jurisdiction where LICENSEE suit initiated by Licensee without The Regents’ prior written consent. If, in a suit initiated by Licensee, The Regents is involuntarily joined other than by Licensee, then 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. 23.3 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 an exclusive license under not been abated and if 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 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. 23.4 Notwithstanding anything to the contrary in this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit except that in the event that LICENSEE brings suit for the infringement of or potential infringement pertains to an issued patent included within the Patent Rights and an acceptable settlement written notice is entered into or monetary damages are awarded given under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law), then the party in a final non-appealable judgment, UNIVERSITY shall be reimbursed for any amount which would have been due receipt of such notice under the Act (in the case of The Regents to UNIVERSITY under this Agreement if the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense extent of the parties and all recoveries actual knowledge of the licensing officer responsible for the administration of this Agreement) shall be shared jointly by them in proportion provide the Infringement Notice to the share other party promptly. If the time period is such that 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 expense paid by each the date of such notice under the Act to either party. 23.5 Any recovery or settlement received in connection with any suit will first be shared by The Regents and Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by Licensee, any recovery in excess of litigation costs will be shared between Licensee and The Regents as follows: (da) for any recovery other than amounts paid for willful infringement: (i) The Regents will receive [*] of the net recovery if The Regents was not a party in the litigation and did not incur any out-of-pocket and invoiced litigation costs that were not reimbursed by Licensee (or its designee) prior to Licensee’s receipt of the recovery, (ii) The Regents will receive [*] of the net recovery if The Regents was a party in the litigation whether joined as a party under the provisions of Paragraph 23.2 or otherwise, but The Regents did not incur any out-of-pocket and invoiced litigation costs that were not reimbursed by Licensee (or its designee) prior to any settlement or judgment resulting in Licensee’s receipt of the recovery, and (iii) The Regents will receive [*] of the recovery if The Regents incurred out-of-pocket and invoiced litigation costs in connection with the litigation in amounts reasonably equal to at least half of the out-of-pocket and invoiced costs incurred by Licensee; and (b) for any recovery for willful infringement, The Regents will receive [*] 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 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 Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (Sublicenses) of this Agreement. 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 UNIVERSITY The Regents may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEELicensee.

Patent Infringement. 8.1. In the event that The Regents (ato the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement) If LICENSEE or Licensee learns of any substantial infringement of Patent Rightspotential commercial significance of any patent licensed under this Agreement, LICENSEE shall so inform UNIVERSITY the knowledgeable Party will provide the other with (i) written notice of such infringement and provide UNIVERSITY with reasonable (ii) evidence of such infringement available to it (the infringement“Infringement Notice”). Neither party shall During the period in which, and in the jurisdiction where, Licensee has exclusive rights under this Agreement, neither The Regents nor Licensee will notify a third party (including the infringer) of infringement or put such third party on notice of the infringement existence of any Regents’ Patent Rights without first obtaining the written consent of the other partyother. If 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, then 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 Licensee. Both parties shall The Regents and Licensee will use reasonable their diligent efforts and cooperation to cooperate with each other to terminate such infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE8.2. If the infringing activity of potential commercial significance by the infringer has not been abated within ninety (90) days following LICENSEE’s requestthe date the Infringement Notice takes effect, UNIVERSITY shall elect to or not to commence suit on its own account. 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 then Licensee may thereafter bring institute suit for patent infringement in its own name (and in against the name of UNIVERSITY if necessary) and infringer. The Regents may voluntarily join 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 the suit. If, in a suit initiated by Licensee, The Regents is involuntarily joined by a party other than Licensee, then Licensee will pay the reasonable and documented costs incurred by The Regents arising out of such suit, including but not limited to, reasonable and documented legal fees of counsel that The Regents selects and retains to represent it in the suit. 8.3. If, within one 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 Licensee has not brought suit against the infringer, then The Regents may institute suit for patent infringement against the infringer; provided that before The Regents proceed with such suit, The Regents will consult in good faith with Licensee concerning the reason(s) that Licensee declined to file suit against the infringer and only proceed with the infringement suit if UNIVERSITY elects the infringer’s infringing product or service holds market share of ****** or more of the relevant market in the field of use. If The Regents has the right to institute an infringement suit (as set forth in this Section 8.3) and institutes such a suit, then Licensee may not to 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. ****** - Material has been omitted and filed separately with the infringement occurred Commission. 8.4. Any recovery or settlement received in a jurisdiction where LICENSEE has an exclusive license under connection with any suit will first be shared by The Regents and Licensee equally to cover any litigation costs each incurred and next shall be paid to The Regents or Licensee to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by The Regents in compliance with this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall any recovery in excess of litigation costs will belong to the The Regents. The Regents will receive at least ****** of any recovery if The Regents is a party bringing suit except that in the event that LICENSEE brings suit for infringement of Patent Rights litigation. The Regents and an acceptable settlement is entered into or monetary damages are awarded in a Licensee agree to be bound by all final and non-appealable judgmentdeterminations of patent infringement, UNIVERSITY shall be reimbursed for validity and enforceability (but no other issue) resolved by any amount which would have been due to UNIVERSITY under adjudicated judgment in a suit brought in compliance with this Agreement if the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by 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 partyArticle 8 (PATENT INFRINGEMENT). 8.5. Any agreement made by Licensee for purposes of settling litigation or other dispute shall comply with the requirements of Article 3 (dSUBLICENSES) of this Agreement. 8.6. Each party shall Party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing Party who initiated the suit, unless such suit is being jointly prosecuted by the Parties. 8.7. Litigation shall Any litigation proceedings will be controlled by the party Party bringing the suit, except that UNIVERSITY The Regents may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEELicensee.

Patent Infringement. (a) If LICENSEE learns Grant covenants not to bring suit against Licensee or any of its Sub-Licensees for infringement of any substantial infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY arising from Licensee's and provide UNIVERSITY its Sub-Licensee's performance in strict accord with reasonable evidence of the infringement. Neither party shall notify a third party of the infringement of Patent Rights without the consent of the other party. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigationthis Agreement. (b) LICENSEE may request UNIVERSITY to take legal action against such third party Any claims for the any infringement of Patent Rights. Such request Technology, Patents or Trademarks shall be made in writing belong solely to Grant and any recoveries with respect thereto shall include reasonable evidence of belong to Grant except to the extent such recoveries solely and specifically relate to an infringement and damages to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s request, UNIVERSITY shall elect to or not to commence suit on its own account. 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 Technology or Patents for patent infringement in its own name (and Threaded or Reconstructed Atlas Bradford Oil Field Connections on full length Products in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has Licensee Territories for which an exclusive license has been granted to Licensee in such territories, in which case such recoveries shall belong to Licensee to the extent of its interest. Licensee shall be primarily responsible for the defense of any infringement claims with respect to Technology, Patents or Trademarks in the Licensee Territories for which an exclusive license has been granted to Licensee to the extent the claim relates to the Exclusive Territories; provided, however, in the event Licensee does not diligently enforce its rights under this AgreementTechnology, Patents and Trademarks in the Exclusive Territory, then, upon written notice to Licensee, Grant may enforce those rights. If LICENSEE elects Grant shall also have the exclusive right to defend any claims for infringement in Grant Territory and a right to participate at its expense in any actions in the Exclusive Territory. Licensee, however, shall have no right to bring suitany action with respect to any infringement for the Technology, UNIVERSITY Patents or Trademarks without the prior written consent of Grant, which shall not be unreasonably withheld. Grant shall be entitled to participate in such actions. Licensee shall not be entitled to take any action that would adversely affect the right or validity of any of Technology or Trademarks without the prior consent of Grant, which may join that suit at be withheld in its own expensesole and absolute discretion. (c) Recoveries from actions brought pursuant In the event Grant enters into any settlement with respect to Paragraph 5.2(b) shall belong any infringement claim with respect to Technology, Patents or Trademarks, Grant agrees that it will not release or extinguish any rights of Licensee to the party bringing suit except that Technology, Patents or Trademarks for use 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, 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 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 partyExclusive Territory. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) If LICENSEE either party (in the case of the UNIVERSITY to the extent of the knowledge of the Licensing Officer responsible for administration of this Agreement) learns of any substantial infringement of Patent Rights, LICENSEE that party shall so inform UNIVERSITY the other party and provide UNIVERSITY that party with reasonable evidence of the infringement. Neither party shall notify a third party party, other than their legal counsel, Affiliates or sublicensees, of the infringement of Patent Rights without the consent of the other party. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of 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 ninety (90) days following LICENSEE’s request, UNIVERSITY shall elect to or not to commence suit on its own account. 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 in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing Any recovery or settlement received in connection with any suit 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, UNIVERSITY shall will first 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 shared by UNIVERSITY and the LICENSEE equally to cover the litigation costs each incurred, and next shall be paid to UNIVERSITY 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 equally between the 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 partyUNIVERSITY. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 9.1 If LICENSEE either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein 9.3 without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made in writing considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth ln Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final non-appealable sub­licence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of university’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) If LICENSEE either Party learns of any substantial infringement of Patent Rights, LICENSEE such Party shall so inform UNIVERSITY the other Party in writing and provide UNIVERSITY with all reasonable available evidence of the such infringement. Neither party Both Parties shall notify a third party of co-operate and use all Commercially Reasonable Efforts to terminate the infringement first by way of Patent Rights without the consent of the other party. Both parties shall use reasonable efforts and cooperation to terminate infringement amicable settlement without litigation. (b) To the extent it is not possible to terminate such infringement by way of amicable settlement within [***] upon written notification by the LICENSEE may to the UNIVERSITY under (a) above), LICENSEE is entitled but not bound to request UNIVERSITY to take legal action against such third party for the infringement of Patent RightsRights at the UNIVERSITY’S expense. 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 ninety (90) days [***] following LICENSEE’s ’S written request, UNIVERSITY shall elect to or not to commence suit on its own account. 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. Thereafter, LICENSEE may thereafter bring suit for patent infringement in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if expense to the extent UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction any country of the Territory where LICENSEE has an exclusive license under this Agreement. University shall give all necessary powers for instituting infringement proceedings. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. If however UNIVERSITY joins such suit on demand of LICENSEE because it is legally necessary, all costs including attorney’s fees shall be at expense of LICENSEE. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b6.2(b) shall belong to the party Party bringing suit at its own expense except that in the event that LICENSEE brings suit for infringement of Patent Rights at its own expense and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgmentjudgment to the LICENSEE, UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. this Agreement if the products sold such monetary damages had been sublicense consideration received by the infringer actually had been sold by LICENSEELICENSEE from any sublicensee on the terms and conditions hereof. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint separate expense of each of the parties Parties and all recoveries shall be shared jointly severally by them in proportion to the their respective share of expense paid by each partysuch Party. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented represented, at its own cost, by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 9.1 If LICENSEE Licensee learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, Licensee shall so inform UNIVERSITY University in writing and shall provide UNIVERSITY University with reasonable evidence of the infringement. Neither party shall Licensee may not notify a third party of the infringement of Patent Rights the Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyUniversity, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. (b) LICENSEE 9.2 Licensee may request UNIVERSITY to that University take legal action against such third party for the infringement of the Prospective Patent Rightsin any jurisdiction within the Territory. Such Licensee shall make that request shall be made in writing and shall include reasonable evidence of such the infringement and damages to LICENSEEUniversity. If the infringing activity has not been abated ninety (90) within […***…] days following LICENSEE’s of that request, UNIVERSITY shall University may elect to or not to to: (a) commence suit on its own account; or (b) refuse to bring suit. UNIVERSITY University shall give written notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) aforesaid […***…] day after receiving notice of such the request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement only if University has elected not to commence suit (“Licensee Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such action. However, University’s agreement to assist Licensee does not extend to agreement to join or to procure its Affiliates to join in legal or other proceedings as a co-party. Notwithstanding the foregoing, where it is necessary under applicable local law for University or its Affiliates to join in proceedings as a co-party, Licensee shall seek the express written agreement of University and its Affiliates before doing so, on terms to be agreed with University and its Affiliates on a case by case basis. Licensee shall have the right to settle any Licensee Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of a Licensee Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own name (and in the name of UNIVERSITY if necessary) and account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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, 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 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. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suitsole discretion, except that UNIVERSITY University may choose not settle such action by granting the third party any license without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed if the license to the third party takes the form of a sub-license with Licensee upon Licensee’s usual commercial terms with other sub-licensees in that jurisdiction. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be […***…] in all cases which do not result in a sub-license to a third party. If a suit or proceedings results in a sub-license to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be represented by counsel of its choice (at its expense) shared between University and Licensee according to the provisions in any suit brought by LICENSEEClause 5.3 herein.

Patent Infringement. (a) 9.1 If LICENSEE either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b"Action"). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in writing Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. 9.3 Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final nonsub-appealable licence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) If LICENSEE 9.1 It either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in writing Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. 9.3 Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shalt be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final nonsub-appealable licence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of University’s expenses in bringing such suitor proceeding(including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 9.1 If LICENSEE either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in writing Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. 9.3 Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final non-appealable sub­licence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) If LICENSEE In the event that Licensor or Licensee learns of any substantial infringement of potential commercial significance of any Licensed Patent Rightsin the Territory, LICENSEE shall so inform UNIVERSITY the knowledgeable Party will provide the other (i) with written notice of such infringement and provide UNIVERSITY (ii) with reasonable any evidence of such infringement available to it (the infringement“Infringement Notice”). Neither party shall During the term of this Agreement, 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 Patent Rights any Licensed Patents without the first obtaining consent of the other partyother, which consent shall not be unreasonably withheld. If Licensee puts such infringer on notice of the existence of any Licensed Patents with respect to such infringement without first obtaining the written consent of Licensor and if a declaratory judgment action is filed by such infringer against Licensor as a result of such notice, then Licensee’s right to initiate a suit against such infringer for infringement under Section 7.9(b) below will terminate immediately without the obligation of Licensor to provide notice to Licensee. Both parties shall Licensor and Licensee will use reasonable their diligent efforts and cooperation to cooperate with each other to terminate such infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of 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 of any Licensed Patent in the Territory by the infringer has not been abated within ninety (90) days following LICENSEE’s requestthe date the Infringement Notice takes effect and such infringement occurs within the Field, UNIVERSITY shall elect to or not to commence suit on its own account. 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 Licensee may thereafter bring institute suit for patent infringement against the infringer. Licensor may voluntarily join such suit 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 its own name (that suit. Licensee may not join Licensor as a party in a suit initiated by Licensee without their express respective prior written consent. If Licensor is joined to a suit initiated by Licensee, Licensee will pay any costs incurred by Licensor arising out of such suit, including but not limited to, any legal fees of counsel that Licensor respectively select and retain as a representative in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit. Any suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license initiated by Licensee under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY Section may join that suit at its own expenseonly be settled as determined and instructed by Licensor. (c) Recoveries from actions brought pursuant to Paragraph 5.2(bIf (i) shall belong to the party bringing suit except that infringement of the Licensed Patents in the event that LICENSEE brings suit for infringement Territory takes place outside of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgmentthe Field of Use, UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under this Agreement or, (ii) if the products sold infringement the Licensed Patents in the Territory takes place within of the Field of Use 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 actually had has not been sold by LICENSEE. Legal actions abated and if Licensee has not brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at suit against the joint expense of infringer or begun negotiations regarding the parties and all recoveries shall be shared jointly by them in proportion terms under which Licensee would grant a Sublicense to the share infringer, then, in each case, Licensor may institute suit for patent infringement against the infringer. If Licensor institutes such suit, Licensee may not join such suit without Licensor’s consent and may not thereafter commence suit against the infringer for the acts of expense paid by each partyinfringement that are the subject of Licensor’s suit, or any judgment rendered in that suit. (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. In any suit initiated by Licensee, any recovery in excess of litigation costs will be shared between equally between Licensee and Licensor. In any suit initiated by Licensor, any recovery in excess of litigation costs will belong to 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 suit brought in compliance with this Section. (e) No agreement may be made by Licensee for purposes of settling litigation or other dispute that will involve any Sublicense in violation of Section 2.2(b)(ii). (f) 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. (g) Any litigation proceedings will be controlled by the party Party bringing the suit, except that UNIVERSITY any settlement by Licensee is subject to the written approval of Licensor. In no event may choose to be represented by counsel Licensee admit liability or wrongdoing on behalf of its choice (at its expense) in any suit brought by LICENSEELicensor without Licensor’s prior written consent.

Patent Infringement. (a) If LICENSEE learns 15.1 Each Party shall promptly inform the other Party of any substantial alleged infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the infringement. Neither party shall notify Licensed Patents by a third party of which that Party is aware and provide any available evidence thereof. 15.2 During the term of exclusivity of the license granted hereunder, Licensee shall have the first right to settle any alleged infringement of Patent Rights without the consent Licensed Patents by securing cessation of the other partyinfringement, instituting suit against the infringer, or entering into a sublicensing agreement in and to relevant patents in Licensed Patents. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence To enjoy said first right, Licensee must notify University of such infringement and damages to LICENSEE. If the infringing activity has not abated within ninety (90) days following LICENSEE’s request, UNIVERSITY shall elect of learning of said infringement and if University notifies Licensee in writing of its intent to or not to commence suit initiate litigation on its own accountbehalf, Licensee must initiate bona fide action to settle any alleged infringement within ninety (90) days of such notice. UNIVERSITY After Licensee has recovered its reasonable attorney’s fees and other out-of-pocket expenses directly related to any action, suit, or settlement for infringement of Licensed Patents, University and Licensee shall give notice divide any remaining damages, awards, or settlement proceeds in the following manner: University twenty percent (20%) Licensee eighty percent (80%) provided, however, that any payment by an alleged infringer as consideration for the grant of a Sublicense shall be handled according to the payment provisions for Sublicenses set forth in this Agreement. 15.3 In the event Licensee institutes suit against an alleged infringer during the term of exclusivity as provided in this Agreement, then the University may agree to voluntarily participate as a named party at its election sole discretion. Otherwise, the University shall participate as an involuntary plaintiff only if the University is determined by a court to be a necessary or indispensable party, in writing which case the University agrees to LICENSEE be bound by any final judgment rendered by the end court. Providing, however, the foregoing shall not be interpreted to limit any right of the one-hundredth University to intervene in any such suit within three (100th3) day after receiving notice months of initiation of such request lawsuit, and at any time thereafter for good cause, which right is hereby folly reserved. Unless the University intervenes, the University’s participation in any such suit shall be at Licensee’s sole expense, and University shall at Licensee’s expense for University’s direct associated expenses, fully and promptly cooperate and assist Licensee in connection with any such suit. 15.4 If Licensee fails, within ninety (90) days of the University’s written notice as described in Section 15.2 above, to secure cessation of the infringement, institute suit against the infringer, or provide to University reasonably 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, University may then, upon written notice to Licensee, assume full right and responsibility to secure cessation of the infringement, institute suit against the infringer, or secure acceptance of a sublicense from LICENSEE. LICENSEE Licensee in and to relevant patents in Licensed Patents, approval for which sublicense Licensee shall not unreasonably withhold. 15.5 If University in accordance with the terms and conditions of this Agreement chooses to institute suit against an alleged infringer, University may thereafter bring such suit for patent infringement in its own name (or, if required by law, in its and in the name of UNIVERSITY if necessaryLicensee’s name) and at its own expense, if and only if UNIVERSITY elects not to commence suit Licensee shall, but at University’s expense for Licensee’s direct associated expenses, folly and promptly cooperate and assist University in connection with any such suit. Any and all damages, awards, or settlement proceeds arising from such a University-initiated action shall be the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expensesole property of the University. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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, UNIVERSITY 15.6 Neither Licensee nor University shall be reimbursed for any amount which would have been due to UNIVERSITY obligated under this Agreement if the products sold by the to institute a suit against an alleged infringer actually had been sold by LICENSEE. Legal actions brought jointly by 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 partyLicensed Patents. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 10.1 If LICENSEE learns of any substantial patent infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the infringement. Neither party shall notify action is brought by a third party against Licensee, its Affiliates, and/or its sublicensees because of actual or anticipated manufacture, use, offer to sell, or sale of the Licensed Subject Matter, Licensee shall promptly notify University and send University copies of all relevant court documents. Licensee, at its own expense, shall promptly defend against such infringement unless the third party infringement action is due to the actual or anticipated manufacture, use, import, or sale of Technology and/ or Tangible Technical Materials by the University; in which case, University, at its own expense, shall promptly defend against such infringement action, once notified by Licensee. Licensee shall cooperate with University in the litigation, at University's expense. University cannot settle the patent infringement action without the express written consent of Licensee, which consent shall not be unreasonably withheld. Any recovery shall be received by University, unless Licensee defends such infringement. In all other cases, Licensee shall have the right to settle and compromise the patent infringement action, including the right to cross-license, and Licensee shall receive all recoveries. However, Licensee cannot settle the patent infringement action without the express written consent of University, which consent shall not be unreasonably withheld. 10.2 If University, when obligated to defend as stated above, fails to defend such infringement action after being notified by Licensee within ninety (90) days, Licensee shall have the right, but not the obligation, to defend the infringement action in its name or in the name of University as it deems necessary or appropriate, at Licensee's expense. Alternatively, if University fails to institute such infringement action, Licensee may consider this failure a breach of a material obligation of this Agreement and may terminate. If Licensee does undertake such a defense, University shall cooperate with Licensee in the litigation, at Licensee's expense. Any reasonable costs and expenses incurred by Licensee, including settlement costs, damages assessed against Licensee and reasonable outside attorney fees, shall be offset against royalty payments to University. Licensee shall have the right to settle the infringement action, including the right to enter into a cross license with the third party. Licensee shall notify University of its intent to settle in advance and Licensee shall consider all reasonable requests of the University related to the settlement. Licensee also shall receive all recoveries. Licensee shall also have the right to suspend royalty payments to University only in the country in which the litigation occurs during the pendency of the infringement suit. In the event judgment is rendered in favor of Patent Rights without Licensee as to the consent non-infringement and/or invalidity of the other party. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party patent, Licensee shall pay royalties for the infringement of 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 suspended period within ninety (90) days following LICENSEE’s requestof the judgment. 10.3 If Licensee is required in a country by final court order from which no appeal can be taken, UNIVERSITY to make changes in the Licensed Subject Matter or to obtain and pay a royalty under a license to a third party under any patent in order to make, have made, use or sell the Licensed Subject Matter in that country, Licensee's obligations in the country to pay royalties to University shall elect to or not to commence suit on its own account. UNIVERSITY shall give notice of its election in writing to LICENSEE be reduced by the end amount of the one-hundredth (100th) day after receiving notice cost to Licensee for the changes and/or additional royalties payable to the third party. However, in no event will the royalty due to University be reduced below [ * ]. 10.4 If, during the Term of this Agreement, either party becomes aware of any third party infringement or threatened infringement of any Patent Rights, the party having such request from LICENSEEknowledge shall promptly notify the other party. LICENSEE may thereafter Licensee shall the obligation to bring suit in its name, or in the name of University, if necessary, at Licensee's own expense, to restrain such infringement and to recover profits and damages. University agrees to being joined as a party plaintiff and to cooperation in the litigation as is reasonably necessary, at Licensee's expense. [ * ] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Licensee shall have the right to settle such action with University's prior written consent, which shall not be unreasonably withheld. Licensee shall receive all recoveries, unless University institutes the action as provided below. However, Licensee shall have the right to suspend royalty payments to University only in the country in which the litigation occurs during the pendency of the infringement suit. In the event judgment is rendered in favor of University and Licensee as to infringement and/or validity of Patent Rights, Licensee shall pay royalties for patent the suspended period within ninety (90) days of the judgment. 10.5 If Licensee fails to institute such infringement action within ninety (90) days of notification, University shall have the right, but not the obligation, to take action in its own name (and or in the name of UNIVERSITY if necessary) and Licensee as it deems necessary or appropriate, at its own University's expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred . Licensee shall cooperate with University as is reasonably necessary in a jurisdiction where LICENSEE has an exclusive license under this Agreementany such action brought by University. If LICENSEE elects University brings legal action, University shall have the right to bring suitsettle such action with Licensee's prior written consent, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) which shall belong to the party bringing suit except that in not be unreasonably withheld, and University shall receive all recoveries. In the event a court of competent jurisdiction determines that LICENSEE brings suit for infringement one or more claims of Patent Rights and an acceptable settlement is entered into are invalid or monetary damages are awarded in a final non-appealable judgmentunenforceable, UNIVERSITY no further royalty payments shall be reimbursed due University by Licensee for any amount which would have been due to UNIVERSITY under this Agreement if the products sold affected Licensed Patent Products, unless the affected Licensed Patent Products are still encompassed by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense a valid claim or claims of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each partyPatent Rights. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 9.1 If LICENSEE either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein 9.3 without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made in writing considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth ln Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shall be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final non-appealable sublicence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of university’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) 9.1 If LICENSEE Licensee learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, Licensee shall so inform UNIVERSITY University in writing and shall provide UNIVERSITY University with reasonable evidence of the infringement. Neither party shall Licensee may not notify a third party of the infringement of Patent Rights the Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyUniversity, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. (b) LICENSEE 9.2 Licensee may request UNIVERSITY to that University take legal action against such third party for the infringement of the Prospective Patent Rightsin any jurisdiction within the Territory. Such Licensee shall make that request shall be made in writing and shall include reasonable evidence of such the infringement and damages to LICENSEEUniversity. If the infringing activity has not been abated ninety (90) within [...***...] days following LICENSEE’s of that request, UNIVERSITY shall University may elect to or not to to: (a) commence suit on its own account; or (b) refuse to bring suit. UNIVERSITY University shall give written notice of its election in writing to LICENSEE Licensee by the end of the one-hundredth (100th) aforesaid [...***...] day after receiving notice of such the request from LICENSEELicensee. LICENSEE Licensee may thereafter bring suit for patent infringement only if University has elected not to commence suit (“Licensee Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such action. However, University’s agreement to assist Licensee does not extend to agreement to join or to procure its Affiliates to join in legal or other proceedings as a co-party. Notwithstanding the foregoing, where it is necessary under applicable local law for University or its Affiliates to join in proceedings as a co-party, Licensee shall seek the express written agreement of University and its Affiliates before doing so, on terms to be agreed with University and its Affiliates on a case by case basis. Licensee shall have the right to settle any Licensee Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of a Licensee Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such suit or proceeding (including any attorneys, expert and court fees), and the balance shall be considered to be Net Sales Value, and subject to the royalty payments set forth in Clause 5, and the remaining balance shall be recovered by Licensee as damages. 9.3 Subject to Clause 9.2, if University commences or defends any suit or proceedings on its own name (and in the name of UNIVERSITY if necessary) and account, University shall do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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, 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 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. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suitsole discretion, except that UNIVERSITY University may choose not settle such action by granting the third party any license without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed if the license to the third party takes the form of a sub-license with Licensee upon Licensee’s usual commercial terms with other sub-licensees in that jurisdiction. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance shall be [...***...] in all cases which do not result in a sub-license to a third party. If a suit or proceedings results in a sub-license to a third party, then any recovery, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and court fees), and the balance to be represented by counsel of its choice (at its expense) shared between University and Licensee according to the provisions in any suit brought by LICENSEEClause 5.3 herein.

Patent Infringement. (a) If LICENSEE 9.1 It either Party learns of any substantial the infringement of Patent Rightsa Prospective Patent, LICENSEE in any jurisdiction within the Territory, it shall so inform UNIVERSITY and provide UNIVERSITY with reasonable the other Party in writing, including any evidence of the such infringement. Neither party shall University may not notify a third party of the infringement of Patent Rights a Prospective Patent, save for its legal advisers, without the first obtaining written consent of the other partyLicensee, which consent shall not be unreasonably denied or delayed. Both parties Parties shall use their reasonable commercial efforts and in cooperation with each other to terminate infringement without litigationsuch infringement. 9.2 Licensee shall have the sole right, but not the obligation, to institute, prosecute and control any action, suit or proceeding to enforce the Prospective Patent with respect to infringement of the Prospective Patent and to defend any declaratory judgment with respect thereto, in each case within the Territory (b“Action”). University hereby agrees to assist and cooperate with Licensee, at Licensee’s expense (including payment for University’s expert’s time, and other expenses so long as such expenses are properly documented), to enable Licensee to prosecute and maintain such Action. University’s agreement to assist Licensee includes, at Licensee’s reasonable request and when it is required by law, government regulation or court order, University’s agreement to join or to procure its Affiliates to join as a nominal party to achieve sufficient legal standing for Licensee to prosecute and maintain such Action provided that, if University participates in the Action only as a nominal party, University shall have no responsibility (other than to join as a nominal party) LICENSEE may request UNIVERSITY nor be liable for any costs or expenses in relation to or arising from such Action. For clarity, such liabilities for costs or expenses shall be the responsibility of Licensee. If Licensee invites University or its Affiliates to take legal a more active role (other than as a nominal party) in an Action as a co-party, University shall have its sole discretion to decide joining or not and on terms to be agreed with Licensee on a case by case basis. Licensee shall have the right to settle any Action or consent to an adverse judgment thereto, in its sole discretion, except that Licensee may not settle such action against by agreeing to the invalidation of a Prospective Patent or any claim therein without University’s prior written consent. Any recovery obtained as a result of an Action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of Licensee’s expenses in bringing such third party for suit or proceeding (including any attorneys, expert and court fees), and the infringement of Patent Rights. Such request balance shall be made considered to be Net Sales Value, and subject to the royalty payments at [***]% as set forth in writing Clause 5, and the remaining balance shall include reasonable evidence of such infringement and damages be recovered by Licensee as damages. 9.3 Subject to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s requestClause 9.2, UNIVERSITY shall elect to if University commences or not to commence defends any suit or proceedings on its own account. UNIVERSITY , 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 in its own name (and in the name of UNIVERSITY if necessary) and do so at its own expense. University shall have the right to settle any such action or consent to an adverse judgment thereto, if in its sole discretion, except that University may not settle such action that may impair, damage or otherwise adversely affect the licence granted to Licensee under Clause 2.1, Licensee’s use of such licence, any Licensed Product, or any of Licensee’s rights/obligations hereunder, without Licensee’s prior written consent, which consent may not be unreasonably withheld or delayed. Any recovery obtained as a result of such action, whether by judgment, award, decree, or settlement, shall first be applied to reimbursement of University’s expenses in bringing such suit or proceeding (including expert, attorneys and only if UNIVERSITY elects not to commence suit court fees), and the infringement occurred balance shalt be distributed between University and Licensee at a ratio of 65:35 in all cases which do not result in a jurisdiction where LICENSEE has an exclusive license under this Agreementsub-licence to a third party. If LICENSEE elects to bring suit, UNIVERSITY may join that a suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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 proceedings result in a final nonsub-appealable licence to a third party, then any recovery, whether by judgment, UNIVERSITY award, decree, or settlement, shall first be reimbursed for any amount which would have been due applied to UNIVERSITY under this Agreement if reimbursement of University’s expenses in bringing such suitor proceeding(including expert, attorneys and court fees), and the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall balance to be at the joint expense of the parties and all recoveries paid to Licensee, provided that such balance shall be shared jointly by them in proportion between University and Licensee according to the share of expense paid by each partyprovisions in Clause 5.3 herein. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

Patent Infringement. (a) If LICENSEE learns 8.1 In the event PHS or the Institution, including its licensees, shall learn of any the substantial infringement of Patent Rightsany patent subject to this Agreement, LICENSEE the party who learns of the infringement shall so inform UNIVERSITY promptly notify the other party in writing and shall provide UNIVERSITY the other party with reasonable all available evidence of the infringement. Neither party shall notify a third party of the infringement of Patent Rights without the consent of the other party. Both parties The Institution and its licensees, in cooperation with PHS, shall use reasonable their best efforts and cooperation to terminate eliminate the infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of 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 efforts of the parties are not abated successful in eliminating the infringement within ninety (90) days following LICENSEE’s requestafter the infringer has been formally notified of the infringement by the Institution, UNIVERSITY the Institution or its licensee or sublicensee shall elect to or not have the right, after consulting with PHS, to commence suit on its own account. UNIVERSITY PHS may join the Institution’s or its licensee(s)’ or sublicensee(s)’ suit at Institution’s or licensee’s or sublicensee’s expense but shall give notice join if required by law or a court 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 competent jurisdiction; or PHS may thereafter bring suit for patent infringement in commence its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought 8.2 The Institution may permit its licensees or sublicensee to bring suit on their own account. PHS shall retain the right to join any licensee’s or sublicensee’s suit at its own expense but shall join if required by law or a court of competent jurisdiction. Should the Government be sued or added as a party to any suit arising out of the subject matter of this Agreement, Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs incurred by the Government in opposing the motion or other action. In all cases, licensee or sublicensee agrees to keep PHS reasonably apprised of the status and progress of any litigation. 8.3 Neither a licensee nor the Institution shall take action to compel PHS either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any suit by motion or any other action of a licensee or sublicensee or the Institution, the licensee or sublicensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by PHS in opposing any joinder action, 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 5.2(b) shall belong to the party bringing suit 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, 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 UNIVERSITY and LICENSEE and fully participated in by both 8.1 shall be at the joint full expense of the parties party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses relating to the legal action, and all recoveries the remainder of the damages shall be shared jointly by them in proportion to the share of expense paid by each partyconsidered Net Revenues. (d) 8.5 Each party shall agrees to cooperate with the other in litigation proceedings proceedings. PHS may be represented, at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suitits expense, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEEsuit.