Common use of Infringement Clause in Contracts

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*.

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Compound Technology, Licensee Ipsen Formulation Technology, Nuvios Patent Rights, Nuvios Know-How, Nuvios Inventions, Joint Inventions or Joint Patent Rights (the Infringed Rights) that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee Nuvios shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, „ and Licensee Nuvios shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee TechnologyNuvios Patent Rights, Nuvios Know-How or Nuvios Inventions. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, thereof shall be decided by Licensee Nuvios in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee TechnologyNuvios Patent Rights, Nuvios Know-How or Nuvios Inventions, or any portion thereof, shall be decided solely by Licensee Nuvios without any requirement that Licensee Nuvios consult with Ipsen. Any proceedings initiated and pursued by Licensee Nuvios pursuant to this Section 10.6 11.6 shall be at the expense of LicenseeNuvios. Nothing in this Agreement, however, shall be deemed to require Licensee Nuvios to enforce all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions, Inventions or Joint Patent Rights Rights„ Nuvios Patent Rights, Nuvios Know-How or Licensee Technology Nuvios Inventions against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee Nuvios does not enforce all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, „ Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee Nuvios as a plaintiff, unless Licensee Nuvios reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, „ including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of LicenseeNuvios, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.611.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights 11.6 shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee Nuvios or Ipsen pursuant to this Section 10.611.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* the reimbursement of any reasonable expenses incurred by the Party that initiated and pursued such action or proceeding pursuant to this Section 11.6, and any remaining amounts shall be allocated as follows: [ ]*(i) in the case of any action or proceeding initiated and pursued by Nuvios, such remaining amounts shall be treated as Net Sales and the royalty on such sums shall be payable to Ipsen pursuant to Article 4, and (ii) in the case of any action or proceeding initiated and pursued by Ipsen, such remaining amounts shall be split fifty percent (50%) to Nuvios and fifty percent (50%) to Ipsen.

Infringement. Each Party Licensee shall give prompt written notice to the other notify Licensor in writing promptly upon learning of any suspected or actual Infringement by a third party of all or any portion infringement of the Ipsen Trademarks or IP Rights, or imitation or counterfeiting of Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries Products in the Territory. Licensee Licensor thereupon shall have at its sole discretion take such action as it deems advisable for the first right but not the obligation to initiate protection of its rights in and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Trademarks, IP Rights and Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense Products and, if necessary under the relevant law of the concerned jurisdictionrequested to do so by Licensor, Licensee shall provide reasonable assistance to Licensor in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6respects, including, without limitation, by being plaintiffs or co-plaintiffs in any one or more lawsuits in connection therewith and by causing their officers to execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement thereofof litigation and claims affecting the Trademarks and IP Rights in the Territory shall be entirely within the discretion of Licensor and under Licensor’s control. Licensee may, in its discretion, participate in such litigation relating to infringing Products at its own expense with its own attorneys. In no event, however, will Licensor be required to take any action if it deems it inadvisable to do so and Licensee will have no right to take any action with respect to the Trademarks or IP Rights without Licensor’s prior written consent. All costs and expenses, including reasonable legal and investigative fees incurred in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rightsany such actions which are so undertaken, shall be allocated first to [ ]* borne equally Licensor and any remaining amounts Licensee, and each party’s expenses shall be allocated as follows: [ ]*reimbursed out of any monetary recovery obtained, and the remainder, if any, shall be divided equally between the parties. If the monetary recovery obtained is not sufficient to fully reimburse both parties, the parties’ expenses shall be reimbursed on a pro rata basis out of such monetary recovery.

Infringement. Each Party shall give prompt written notice In the event that Licensee learns of any infringement or threatened infringement of the Licensed Marks or any unfair competition, passing-off or dilution with respect to the other Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress, or any third party alleges or claims that either the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress are liable to cause deception or confusion to the public, or are liable to dilute or infringe any right of such third party, Licensee shall immediately notify Licensor or its authorized representative giving particulars thereof and Licensee shall provide necessary information and assistance to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced or defended. Licensor shall have exclusive control of any suspected litigation, opposition, cancellation or actual Infringement related legal proceedings, or the settlement or compromise of any claim. The decision whether to bring, defend, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor and all recoveries shall belong exclusively to Licensor and all reasonable expenses or losses of Licensee in connection therewith shall be paid by Licensor to Licensee. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress. Licensor shall reimburse Licensee for all reasonable expenses of Licensee solely in its role as a party in the action. Nothing in this Agreement shall require or be deemed to require Licensor to enforce the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress. In the event of any claim, action, proceeding or suit by a third party of all or against Licensee alleging an infringement by any portion of the Ipsen Licensed TechnologyMarks or copyright, by reason of the use, in accordance with the Service Specifications, of the Licensed Master Service Marks, the Licensed Ancillary Service Marks, or the Licensed Trade Dress in association with the Licensed Service(s), Licensor, at its expense, will defend Licensee Technology, Joint Inventions or Joint Patent Rights that comes subject to the attention of that Party during the Royalty Term with respect to following conditions: Licensor will reimburse Licensee for any reasonable costs, expenses, and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party legal fees incurred in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at obtaining advice concerning its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 liability with respect to the validity claim, action, proceeding or suspected or actual Infringement of Ipsen Licensed Technologysuit, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damagesbut not legal fees, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, expenses involved in connection with the validity defense of the claim, action, proceeding or suspected suit, unless incurred at Licensor's written request or actual Infringement authorization in which case Licensor will promptly reimburse Licensee in full for such amounts. Licensor also will indemnify Licensee against any liability (including any fines, penalties and punitive damages) assessed against Licensee by final judgment or order from which no appeal lies or the time for appeal has expired on account of Ipsen Licensed Technology, Joint Inventions such infringement or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*violation arising out of such use.

Infringement. Each Party shall give prompt written notice to 7.1 In the other event that any of any suspected or actual Infringement the PATENT RIGHTS are infringed by a third party party, LICENSEE and/or a sublicensee of all either LICENSEE or a SUBSIDIARY shall have, subject to Paragraph 7.2, the first right and obligation to institute and prosecute any portion of action or proceeding to enforce the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term PATENT RIGHTS with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, infringement including without limitation settlement discussions relating to, and any declaratory judgment action arising from, such infringement by having competent counsel of LICENSEE's choice or, if applicable, such other Party agree to be named as sublicensee's choice. If LICENSEE or, if applicable, a party if necessary to sublicensee of either LICENSEE or a SUBSIDIARY institutes and prosecutes any such enforcement action or proceeding, LICENSEE or such sublicensee, if applicable, shall have an exclusive right to control such action or proceeding. In the event that LICENSEE or a sublicensee of either LICENSEE or a SUBSIDIARY commences an action to enforce the PATENT RIGHTS, LICENSEE shall have the right during the pendency of the action to withhold [*] of the royalties payable to BOARD hereunder based on the SALE of the LICENSED PRODUCTS covered by the patent or patent within the PATENT RIGHTS in dispute to offset LICENSEE's and any such reasonable cooperation by sublicensee's out-of-pocket legal expenses incurred in connection with such other Party action or proceeding. Any portion of such withheld royalties that is not so applied, shall be at the sole cost and expense of promptly paid to BOARD after such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 is resolved or abandoned. Any amounts recovered from third parties by LICENSEE or a sublicensee of * Confidential treatment has been requested for marked portion either LICENSEE or a SUBSIDIARY with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation PATENT RIGHTS in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated shall be applied first to reimburse any outstanding legal expenses of the action or proceeding incurred by LICENSEE or such sublicensee, and pursued by Licensee then to reimburse BOARD for any royalties or Ipsen fees withheld under this Paragraph 7.1 with respect to such action or proceeding. Any amounts remaining shall be included in NET SALES for purposes of calculating royalties owed pursuant to this Section 10.6Paragraph 5.4 and/or Paragraph 5.5, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*applicable.

Infringement. Each Party shall give prompt written notice to 7.1. LICENSEE, as the other of any suspected or actual Infringement by a third party of all or any portion exclusive commercial user of the Ipsen Licensed TechnologyPatent Rights, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right (but not obligation) to enforce the Patent Rights in the Field of Use. In exercising these rights, LICENSEE, in its sole discretion, may contact alleged third party infringers and take steps to persuade such third parties to desist from infringing the Patent Rights. LICENSEE shall have the first right, but not the obligation obligation, to initiate and pursue proceedings against such third party prosecute an infringement action. If LICENSEE declines, then LICENSOR shall, in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technologyits sole discretion, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right (but not the obligation to initiate obligation) of initiating and pursue proceedings against such third party in connection with any such suspected prosecuting an infringement action, or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating defending a challenge to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, . LICENSEE shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, terminationnotify LICENSORS of each instance of alleged unlicensed infringement and shall keep LICENSORS informed of all stages of Patent Rights enforcement, and settlement of any action or proceedings relating LICENSOR shall use good faith efforts to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult cooperate with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be supply all assistance reasonably requested at the expense of LicenseeLICENSEE. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion Without limiting the generality of the Ipsen Licensed Technologyforegoing, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense andLICENSORS shall, if necessary to initiate or continue any such legal proceedings, join as party plaintiffs any legal proceedings initiated by LICENSEE at the LICENSEE’s request and expense. All costs of any action to enforce the Patent Rights taken by LICENSEE shall be borne by LICENSEE and any awarded damages derived therefrom less LICENSEE’s costs and expenses in bringing such action shall be treated as Non-Royalty Sublicensing Income under this License Agreement. All costs of any action to enforce the relevant law Patent Rights taken by LICENSORS shall be borne by LICENSORS and LICENSORS shall keep any awarded damages derived therefrom. No settlement, consent judgment or other voluntary final disposition of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen suit may not settle any proceedings or other enforcement action be entered into without the prior written consent of LicenseeLICENSORS, which consent shall not unreasonably be unreasonably withheld or delayedwithheld. At the request For clarity, LICENSEE shall not be relieved of the Party bringing such enforcement action or proceeding any monetary obligations under this Section 10.6, License Agreement during the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement pendency of any infringement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding taken under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Article VII.

Infringement. Each Party COMPANY shall give prompt written notice to the other inform GI promptly in writing of any suspected or actual Infringement alleged infringement of the PATENT RIGHTS by a third party and of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes available evidence thereof. Subject to the attention of that Party during the Royalty Term with respect COMPANY's right to any and all countries join in the Territory. Licensee prosecution of infringements set forth below, the OWNERS shall have the first right right, but not the obligation obligation, to initiate prosecute in their own discretion and pursue proceedings against such third party in connection with at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such suspected or actual Infringement of all or any portion of sole infringement action shall be borne by the Ipsen Licensed Technology, Joint Inventions or Joint Patent RightsOWNERS, and Licensee the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS' expense, cooperate in all respects. COMPANY shall have the sole right but not to join the obligation to initiate and pursue proceedings against such third party in connection with OWNERS' prosecution of any infringements of the PATENT RIGHTS: In any such suspected or actual Infringement of joint infringement suits, the OWNERS and COMPANY will cooperate in all or any portion of Licensee Technologyrespects. The commencement, strategies, termination, OWNERS and settlement of any action or proceedings relating to COMPANY will agree in good faith on the validity or suspected or actual Infringement sharing of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen total cost of any such enforcement joint infringement action jeopardizes all and the sharing of any recovery or any portion Alnylam; GI 2716, 2782 ZTM Dec. 19, 2002; page 13 damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the Ipsen Licensed TechnologyPATENT RIGHTS, Joint Inventions or Joint Patent Rightsneither solely nor jointly with COMPANY, including the validity thereof, and sends written notice GI shall offer to Ipsen stating that Ipsen should not pursue COMPANY to prosecute any such enforcement action for this reason, infringement in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice discretion and at its own expense. Any damagesGI will offer EuropeRNAi respectively. The OWNERS shall, costs at COMPANY'S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or other amounts recovered in connection damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any action or proceeding initiated and pursued by Licensee or Ipsen pursuant such settlement needs the prior written approval of GI, which shall not unreasonably be withheld; reasons to this Section 10.6, includingwithheld include, without limitation, any that the settlement thereof, in connection with is financially disadvantageous for the validity OWNERS or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, GI. Any infringer to which COMPANY grants such sublicenses shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*a SUBLICENSEE under this Agreement.

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee Company shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all any patent within PATENT RIGHTS against any infringement or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity alleged infringement thereof, and sends written notice shall at all times keep JHU informed as to Ipsen stating that Ipsen should the status thereof. Before Company commences an action with respect to any infringement of such patents, Company shall give careful consideration to the views of JHU and to potential effects on the public interest in making its decision whether or not pursue to xxx. Thereafter, Company may, at its own expense, institute suit against any such enforcement infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to Paragraph 4.5. If required by law, JHU shall permit action for under this reasonSection to be brought in its name, in which case Ipsen shall not pursue any such enforcement actionincluding being joined as party-plaintiff. Ipsen may not settle any proceedings However, no settlement, consent judgment or other enforcement action voluntary final disposition of the suit that concedes the invalidity or unenforceability of any patent within PATENT RIGHTS may be entered into without the prior written consent of LicenseeJHU, which consent shall not be unreasonably withheld withheld. This right to xxx for infringement shall not be used in an arbitrary or delayedcapricious manner. At JHU shall reasonably cooperate in any such litigation at Company’s expense. If Company elects not to enforce any patent within the request PATENT RIGHTS, then it shall so notify JHU in writing within [**] days of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceedingreceiving notice that an infringement exists, and any such reasonable cooperation by such other Party shall be at the JHU may, in its sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice judgment and at its own expense. Any , take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof, and recover, for its own account, any damages, costs awards or settlements resulting therefrom. However, no settlement, consent judgment or other amounts recovered in connection with voluntary final disposition of the suit that concedes the invalidity or unenforceability of any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6patent within PATENT RIGHTS may be entered into without the prior written consent of Company, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, which consent shall not be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*unreasonably withheld.

Infringement. Each Party Licensee shall give prompt written notice to the other immediately notify Licensor of any unauthorized use and/or suspected or actual Infringement by a third party of all or any portion infringement of the Ipsen Business Concept, Intellectual Property or Licensed TechnologyMarks. Such notification on shall include, Licensee Technologywithout limitation, Joint Inventions immediately forwarding to Licensor any and all documents relating to any such unauthorized use or Joint Patent Rights that comes suspected infringement and providing Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringement. Licensor shall have the attention of that Party during primary, and in the Royalty Term first instance sole, right to institute a suit for infringement, unfair competition, or other action with respect to any and all countries in the Territoryunauthorized use or suspected infringement. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the Intellectual Property , including the right but not the obligation to settle or otherwise compromise any dispute or suit and shall promptly notify Licensee of its decision. Licensor shall have no duty to initiate such litigation if in its sole judgment such litigation is not wanted or is not in its best interests. Licensee agrees that it shall, at all times, reasonably cooperate with Licensor and pursue proceedings against such third party in connection its counsel, with respect to any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity unauthorized use or suspected or actual Infringement of alleged infringements at Licensor's expense, including, but not limited to, having Licensee's principals, directors, employees, officers, and/or agents testify, and making available any records, papers, information, specimens, and the Ipsen Licensed Technologylike when requested by Licensor. Licensee may join and be represented in, Joint Inventions at its own expense by its own counsel, any proceeding relating to any unauthorized use or Joint Patent Rightssuspected infringement to prow its own interests. If Licensor decides in its discretion not to take any action with respect to an unauthorized use or suspected infringement, then Licensor may, at its own option and sole expense, take such action on its our behalf as it deems appropriate and any damages, recovery, settlement, or any portion thereof, shall compromise obtained thereby shah be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to for the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense account of Licensee. Nothing in this Agreement, however, Any damages and/or recovery received pursuant to such litigation or settlement or compromises shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense exclusive property of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Licensor.

Infringement. Each 7.1. If a party learns of substantial, credible evidence that a Third Party is making, using, or selling a product in the Field of Use in the Territory that infringes a Licensed Patent, such party shall give prompt written promptly notify the other party in writing of the possible infringement and in such notice describe in detail the information suggesting infringement of the Licensed Patent. Prior to commencing any action to enforce a Licensed Patent, the parties shall enter into good faith negotiations on the desirability of bringing suit, the parties to the action, the selection of counsel, and such other matters as the parties may agree to discuss. Following good faith negotiations on the desirability of bringing suit, the Licensee shall have the initial right, but not the obligation, to institute, prosecute and control any suspected action, suit or actual Infringement by a third party of all proceeding to enforce such Licensed Patent with respect to such infringement, or any portion declaratory judgment action with respect thereto (each, an “Enforcement Action”) at its expense, using legal counsel of its choice. In the Ipsen Licensed Technology, event the Licensee Technology, Joint Inventions fails to initiate or Joint Patent Rights that comes to the attention of that Party during the Royalty Term defend any Enforcement Action with respect to any and all countries in commercially significant infringement of any Licensed Patent within one hundred eighty (180) days of a request by the Territory. Licensee University to do so, the University shall have the first right right, but not the obligation obligation, to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technologyan Enforcement Action, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense andexpense, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by using legal counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered choice; provided that University shall consider in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, good faith Licensee’s rationale for not initiating an Enforcement Action (including without limitation, any settlement thereofsubstantive concern regarding counterclaims by such infringing Third Party). University may be named by Licensee as a co-plaintiff in a suit initiated by Licensee only if: (a) Licensee’s and University’s respective counsel recommend that such action is necessary in their reasonable opinion to achieve standing or a court has required or will require such joinder to pursue the action, (b) University is not the first named party in connection the action, (c) the pleadings and any public statements by Licensee about the action state that Licensee is pursuing the action and that Licensee has the right to join University as a party, (d) Licensee does not name University as a defendant in the suit; and (e) Licensee reimburses University for any costs or expenses University incurs in participating in the suit. No provision of this Agreement limits, conditions, or otherwise affects a party’s statutory and common-law rights to commence an action to enforce a Licensed Patent except as expressly set forth herein. In any such action, the party controlling such action shall keep the other party reasonably informed of the status of such action, and the other party agrees to cooperate with the validity controlling party and such other party will use reasonable efforts to permit access to relevant personnel, records, papers, information, samples and specimens during regular business hours, each at the controlling party’s request and expense. As between the parties hereunder, any amounts recovered (less amounts actually paid for reasonable attorney’s fees and legal expenses) by the controlling party in any such action or suspected settlement that constitute compensation for lost profits or actual Infringement of Ipsen Licensed Technologysales will be retained or paid over to Licensee, Joint Inventions or Joint Patent Rights, provided that such amount shall be allocated first considered as Net Sales Amounts subject to [ ]* the royalty rate in subsection 11.4.1 of the EPLA. All other amounts recovered (less amounts actually paid for reasonable attorney’s fees and any remaining amounts legal expenses) by the controlling party in such action or settlement shall be allocated as follows: [ ]*retained by or paid over to Licensee, provided that such amount shall be considered subject to the rate for Sublicense Revenues in subsection 11.5.2 of the EPLA.

Infringement. Each Party shall give prompt written notice to In the other event that either party learns of any suspected infringement or actual Infringement by a third party threatened infringement of all the Licensed Marks or the Licensed Copyright, or any portion of the Ipsen Licensed Technologyunfair competition, Licensee Technology, Joint Inventions passing-off or Joint Patent Rights that comes to the attention of that Party during the Royalty Term dilution with respect to any and all countries in the Territory. Licensee Licensed Marks or the Licensed Copyright (each such event, an "Infringement"), such party shall have promptly notify the first right but not the obligation to initiate and pursue proceedings against such third other party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rightsits authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance, at Licensor's expense, to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement exclusive control of any action litigation, opposition, cancellation or other legal proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsenan alleged Infringement. The commencementdecision whether to bring, strategies, termination, and settlement of maintain or settle any action or such proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the exclusive option and expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereofLicensor, and sends written notice all recoveries shall belong exclusively to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen Licensor. Licensee shall not pursue take any such enforcement action. Ipsen may not settle any proceedings action to enforce, protect or other enforcement action defend the Licensed Marks or the Licensed Copyright without the prior written consent of LicenseeLicensor's General Counsel. Licensee will not initiate any such litigation, which consent shall not be unreasonably withheld opposition, cancellation or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6related legal proceedings in its own name but, the other Party shall cooperate reasonably with such Partyat Licensor's request, including without limitation by having such other Party agree agrees to be named joined as a party if necessary in any action taken by Licensor to such enforcement action enforce its rights in the Licensed Marks or proceedingthe Licensed Copyright; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its Affiliates and any such reasonable cooperation by such other Party shall be at the sole cost authorized representatives (and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technologytheir respective directors, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice officers, stockholder, employees and at its own expense. Any damages, costs or other amounts recovered agents) in connection with any action their participation in such action. Nothing in this Agreement shall require, or be deemed to require Licensor to enforce the Licensed Marks or the Licensed Copyright against others. Licensor shall keep all monies derived from litigation or legal proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any from settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Infringement.

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Compound Technology, Licensee Ipsen Formulation Technology, Nuvios Patent Rights, Nuvios Know-How, Nuvios Inventions, Joint Inventions or Joint Patent Rights (the Infringed Rights) that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee Nuvios shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, „ and Licensee Nuvios shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee TechnologyNuvios Patent Rights, Nuvios Know-How or Nuvios Inventions. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, thereof shall be decided by Licensee Nuvios in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee TechnologyNuvios Patent Rights, Nuvios Know-How or Nuvios Inventions, or any portion thereof, shall be decided solely by Licensee Nuvios without any requirement that Licensee Nuvios consult with Ipsen. Any proceedings initiated and pursued by Licensee Nuvios pursuant to this Section 10.6 11.6 shall be at the expense of LicenseeNuvios. Nothing in this Agreement, however, shall be deemed to require Licensee Nuvios to enforce all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions, Inventions or Joint Patent Rights Rights„ Nuvios Patent Rights, Nuvios Know-How or Licensee Technology Nuvios Inventions against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee Nuvios does not enforce all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, „ Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee Nuvios as a plaintiff, unless Licensee Nuvios reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Compound Technology, Ipsen Formulation Technology, Joint Inventions or Joint Patent Rights, „ including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall * Confidential Treatment Requested by the Registrant. Redacted Portion Filed Separately with the Commission. not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of LicenseeNuvios, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.611.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights 11.6 shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee Nuvios or Ipsen pursuant to this Section 10.611.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* the reimbursement of any reasonable expenses incurred by the Party that initiated and pursued such action or proceeding pursuant to this Section 11.6, and any remaining amounts shall be allocated as follows: [ ](i) in the case of any action or proceeding initiated and pursued by Nuvios, such remaining amounts shall be treated as Net Sales and the royalty on such sums shall be payable to Ipsen pursuant to Article 4, and (ii) in the case of any action or proceeding initiated and pursued by Ipsen, such remaining amounts shall be split [*] percent ([*] %) to Nuvios and [*] percent ([*] %) to Ipsen.

Infringement. Each Party Licensee shall give prompt written notice to the other notify Licensor in writing promptly upon learning of any suspected or actual Infringement by a third party of all or any portion infringement of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions Trademarks or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent IP Rights, or any portion thereof, imitation or counterfeiting of MOXG Products and Services in the Licensed Territory. Licensor thereupon shall be decided by Licensee at its sole discretion take such action as it deems advisable for the protection of its rights in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee TechnologyTrademarks, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated IP Rights and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense MOXG Products and Services and, if necessary under the relevant law of the concerned jurisdictionrequested to do so by Licensor, Licensee shall provide reasonable assistance to Licensor in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6respects, including, without limitation, by being plaintiffs or co-plaintiffs in any one or more lawsuits in connection therewith and by causing their officers to execute pleadings and other related documents. The institution and conduct of litigation, the selection of attorneys and the settlement thereofof litigation and claims affecting the Trademarks and IP Rights in the Licensed Territory shall be entirely within the discretion of Licensor and under Licensor's control and all costs and expenses, including reasonable legal and investigative fees incurred in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rightsany such actions which are so undertaken, shall be allocated first borne by Licensor. Licensee may, in its discretion, participate in such litigation relating to [ ]* infringing products at its own expense with its own attorneys. In no event, however, will Licensor be required to take any action if it deems it inadvisable to do so and Licensee will have no right to take any remaining amounts action with respect to the Trademarks or IP Rights without Licensor's prior written consent. If Licensee and Licensor participate in the litigations as co-plaintiffs, all costs and expenses, including reasonable legal and investigative fees incurred in connection with any such actions which are so undertaken, shall be allocated as follows: [ ]*borne equally Licensor and Licensee, and each party's expenses shall be reimbursed out of any monetary recovery obtained, and the remainder, if any, shall be divided equally between the parties. If the monetary recovery obtained is not sufficient to fully reimburse both parties, the parties' expenses shall be reimbursed on a pro rata basis out of such monetary recovery.

Infringement. Each Party shall give prompt written notice to 22.1. So long as Licensee remains the other exclusive licensee of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries Patents in the Territory. Field of Use, Licensee shall have the first right but not during the obligation term of this Agreement to initiate and pursue proceedings commence an action for infringement of any of those Patents against such any third party in connection with for any infringement occurring within the Field of Use, provided that Licensee shall provide Carnegie Mellon sixty (60) days’ prior written notice of such suspected or actual Infringement infringement and of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee Licensee’s intent to file such action. Carnegie Mellon shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its own expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee (subject to being reimbursed from any settlement amount or proceeds as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice provided herein) to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation appear in such matter action by counsel of its own choice selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party, Carnegie Mellon shall appear; except that (a) if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance if Carnegie Mellon may legally do so in the opinions of external legal counsels for both Carnegie Mellon and at its own expense. Any damagesLicensee; and (b) Carnegie Mellon shall have no obligation to appear, costs if external legal counsels for both Carnegie Mellon and Licensee agree that Carnegie Mellon has no obligation to appear, if the defendant in such action is Marvell Technology Group, Inc., or any direct or indirect subsidiary thereof, or any successor thereto (collectively, a “Marvell Entity”), or if the defendant in such action is accused of infringement as a result of the manufacture, use, importation into the United States, sale, offer of sale, or other amounts recovered disposition of products or processes sold or provided directly or indirectly by a Marvell Entity. Licensee shall hold Carnegie Mellon harmless from, and indemnify Carnegie Mellon against any liability, damage, loss, or expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with with, in consequence of or resulting from such action, and all liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in connection with, in consequence of or resulting from such action, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same is incurred by Carnegie Mellon. Settlement of any action or proceeding initiated and pursued brought by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, shall require the consent of Carnegie Mellon and any settlement thereofamount or recovery for damages shall be applied as follows: (a) first, to reimburse the parties for their unreimbursed expenses in connection with the validity or suspected or actual Infringement litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of Ipsen Licensed Technologyany Carnegie Mellon personnel involved in the action; and (c) third, Joint Inventions or Joint Patent Rights, Carnegie Mellon shall be allocated first to [ ]* and any remaining amounts shall be allocated as followsreceive the following percentage of the monies remaining: [ ]*ten percent (10%).

Infringement. Each Party shall give prompt promptly provide written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Agreement Term with respect to of any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with (i) known infringement or suspected infringement by a Third Party of any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint FMI Background Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencementFMI Foreground Patent Rights, strategiesRoche Background Patent Rights, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions Roche Foreground Patent Rights or Joint Patent Rights, or (ii) known or suspected unauthorized use or misappropriation by a Third Party of any portion thereofFMI Background Know-How, FMI Know-How, Roche Background Know-How, Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within […***…] after a Party provides or receives such written notice (“Decision Period”), the Party Handling enforcement of such Patent Right as set forth in this Section 2.7, in its sole discretion, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any decide whether or not to initiate such suit or action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name Territory and shall notify the other Party in writing of Licensee its decision in writing (“Suit Notice”). ***Confidential Treatment Requested*** For any FMI Background Patent Right or sole FMI Patent Right, FMI in its sole discretion shall decide whether or not to initiate such suit or action in the Territory. FMI shall have full discretion as a plaintiffto how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings settlement fees or other enforcement action without consideration received in connection therewith. Only if a Settlement could adversely affect Roche shall the prior written consent of LicenseeRoche be required, which consent shall not be unreasonably withheld withheld. The term “adversely affect” in the previous sentence shall include, among other things, […***…]. For any sole Roche Background Patent Right or delayedRoche Patent Right, Roche, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory. At Roche shall have full discretion as to how it wishes to handle such suit and may reach Settlement under any terms and conditions it desires and retain all damages, settlement fees or other consideration received in connection therewith. Only if a Settlement could adversely affect FMI shall the request written consent of FMI be required, which consent shall not be unreasonably withheld. If for a Joint Patent Right, Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action. In the event that Roche (i) does not in writing advise FMI within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, FMI shall thereafter have the right to commence suit or take action in the Territory and shall provide written notice Roche of any such suit commenced or action taken by FMI. Upon written request, the Party bringing such enforcement suit or taking action or proceeding under this Section 10.6, (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall cooperate reasonably provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all material documents or communications filed in such Partysuit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, the Initiating Party’s attorneys’ fees and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensecourt costs. Any damages, costs settlement fees or other amounts recovered in connection with any consideration received as a result of such suit or action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*.:

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee AMICUS shall have the first right but not to enforce any patent within PATENT RIGHTS in the obligation FIELD against any infringement or alleged infringement thereof, and shall at all times keep UMBC informed as to initiate the status thereof. AMICUS may, in its sole judgment and pursue proceedings at its own expense, institute suit against such third party in connection with any such suspected infringer or actual Infringement of all or any portion of the Ipsen Licensed Technologyalleged infringer and control, Joint Inventions or Joint Patent Rightssettle, and Licensee defend such suit in a manner consistent with the terms and provisions hereof and recover, for its account subject to Paragraph 4.4, any damages, awards or settlements resulting therefrom. This right to xxx for infringement shall have the sole right but not the obligation to initiate and pursue proceedings against such third party be used in connection with an arbitrary or capricious manner. UMBC shall reasonably cooperate in any such suspected or actual Infringement of all or litigation, including being joined as a party plaintiff if AMICUS' attorneys, in their sole discretion, determine that UMBC is necessary to any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED PORTIONS MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. howeverAMICUS THERAPEUTICS, that if Licensee does not enforce all or any portion INC. Exclusive License Agreement such litigation, at AMICUS' expense using AMICUS' counsel of choice. UMBC shall have the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice right to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by retain counsel of its own choice selection, at UMBC's expense, in any litigation instituted by AMICUS pursuant to this Paragraph 4.3, provided that AMICUS' counsel shall be lead counsel. If AMICUS elects not to enforce any patent within the PATENT RIGHTS, then it shall so notify UMBC in writing within ninety (90) days of receiving notice that an infringement exists, and UMBC may, in its sole judgment and at its own expense. Any , take steps to enforce any patent and control, settle, and defend such suit in a manner consistent with the terms and provisions hereof, and recover, for its own account, any damages, costs awards or other amounts recovered in connection with settlements resulting therefrom. UMBC shall reasonably consider any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, comments from AMICUS regarding any settlement thereofthat may impair AMICUS' rights under this Agreement in any way prior to UMBC entering into such settlement. AMICUS shall have the right to participate in such litigation and, in connection with the validity or suspected or actual Infringement if it elects to do so, will retain counsel of Ipsen Licensed Technologyits own selection and at its expense, Joint Inventions or Joint Patent Rights, provided that UMBC's counsel shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*lead counsel.

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. first to [ ]* *, and any remaining amounts shall be allocated as follows: [ ]*.

Infringement. Each Party shall In the event that any actual, alleged or threatened infringement by or of any RFS Trademark or Corporate Mark xx conflicting trademark applications or registrations relating to any RFS Trademark or Corporate Trademark (an "Infringement") comes to Licensee's attention, Licensee agrees to give prompt written notice thereof to Licensor. Without regard to the other of any suspected or actual manner in which an Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any Licensor's attention, Licensor, at its option and all countries in the Territory. Licensee at Licensor's sole expense, shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall then have the sole right but to determine whether or not any court or administrative proceedings shall be taken on account of any such Infringement. The Licensee shall not institute any suit or take any action on account of any such Infringement without the obligation prior written approval of Licensor, which approval shall be in the sole discretion of Licensor. In the event of any litigation or proceeding involving a claim that Licensee's use of any RFS Trademark or Corporate Trademark infringes any proprietary rights of a third party, Licensor shall have sole control over such litigation or proceeding, including prosecution, defense and settlement thereof, and the Licensee shall cooperate fully with Licensor at Licensor's expense in the conduct thereof, and shall take such action, including without limitation by agreeing to initiate and pursue proceedings against be a named party in such third party a litigation or proceeding, as may be reasonably requested by Licensor for purposes of conferring standing or establishing jurisdiction. If the resolution of any such claim or action, whether voluntary or involuntary, precludes the use of any RFS Trademark or Corporate Trademark in connection with one or more of the Trust Products or Corporate Materials, this Agreement shall terminate as to such Trust Products or Corporate Materials, as the case may be, and neither party hereto shall have with respect to such Trust Products or corporate Materials any further obligation in connection herewith except as provided in Sections 6.a, 7 and 9 (and subject to the following proviso). Notwithstanding any of the foregoing, if Licensor determines not to institute any suit or take any action on account of any Infringement, Licensee shall be permitted to institute such a suit or take any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencementaction, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement provided that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen (i) may not settle any proceedings such suit or other enforcement action without the prior Licensor's written consent of Licenseeconsent, which consent (ii) shall cede sole control thereof to Licensor upon Licensor's request and (iii) shall not be unreasonably withheld so permitted to institute such suit or delayedtake such action to the extent instituting such suit or taking such action would violate Section 6.a(iii) hereof. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6Licensee, the other Party Licensor shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be (at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own Licensee's expense. Any damages, costs or other amounts recovered in connection ) with any suit instituted or action or proceeding initiated and pursued taken by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Licensee.

Infringement. Each Party For a period of thirty (30) days after receipt by AccuMed of, or AccuMed's sending of, such notice of infringement, AccuMed will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and retain all proceeds of such action or proceeding brought by it and will have the right at its sole discretion to make any settlement or compromise with the third-party infringer. If AccuMed shall give prompt written notice elect to prosecute any such infringer, Licensee shall take such steps as are reasonably requested by AccuMed to enable it to protect its rights under the Patents and under the Technology against any such infringement or suspected infringement. If (i) AccuMed fails to commence an action or otherwise assert its rights in the Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) Licensee provides AccuMed with the opinion of patent counsel mutually acceptable to the other parties stating that there is a likelihood of infringement or misappropriation by such suspected infringers (an "Infringement Opinion"), then Licensee may bring an action or proceeding (including any suspected alternative dispute resolution process) to enjoin the infringement, to recover damages for it, or actual both and AccuMed grants Licensee the right to use AccuMed's name in connection therewith and will have the right at Licensee's sole discretion to make any settlement or compromise with the third-party infringer, in accordance with and subject to the provisions set forth below. If an Infringement by a third party of all or any portion of the Ipsen Licensed TechnologyOpinion is delivered to AccuMed and, accordingly, Licensee Technologyis permitted to bring such action, Joint Inventions or Joint Patent Rights that comes then Licensee may elect to deduct a percentage of its out-of-pocket costs and expenses (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the attention "Fee Percentage") and shall notify AccuMed of that Party during such election and the Royalty Term with respect applicable Fee Percentage when the Infringement Opinion is delivered by Licensee to any and all countries in the TerritoryAccuMed. Licensee shall have the first right but not the obligation be permitted to initiate deduct from future Guaranteed Cash License Fees, and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any Required Royalties, as they become due under this Agreement, that portion of its out-of-pocket expenses in an amount equal to the Ipsen Licensed Technology, Joint Inventions Fee Percentage thereof. All proceeds of such action or Joint Patent Rights, proceeding brought by Licensee (if any) shall be shared between AccuMed and Licensee pro rata in accordance with the Fee Percentage (i.e. AccuMed shall receive the Fee Percentage of such proceeds and Licensee shall have receive the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of remainder). If Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any permitted to bring an action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 Section, AccuMed shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require take such steps as are reasonably requested by Licensee to enforce all or any portion of enable it to protect its Licensee rights under the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Patents and under the Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity infringement or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*infringement.

Infringement. Each Party COMPANY shall give prompt written notice to the other inform [***] promptly in writing of any suspected or actual Infringement alleged infringement of the PATENT RIGHTS by a third party and of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes available evidence thereof. Subject to the attention of that Party during the Royalty Term with respect COMPANY’s right to any and all countries join in the Territory. Licensee prosecution of infringements set forth below, the OWNERS shall have the first right right, but not the obligation obligation, to initiate prosecute in their own discretion and pursue proceedings against such third party in connection with at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such suspected or actual Infringement of all or any portion of sole infringement action shall be borne by the Ipsen Licensed Technology, Joint Inventions or Joint Patent RightsOWNERS, and Licensee the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS’ expense, cooperate in all respects. COMPANY shall have the sole right but not to join the obligation to initiate and pursue proceedings against such third party in connection with OWNERS’ prosecution of any infringements of the PATENT RIGHTS: In any such suspected or actual Infringement of joint infringement suits, the OWNERS and COMPANY will cooperate in all or any portion of Licensee Technologyrespects. The commencement, strategies, termination, OWNERS and settlement of any action or proceedings relating to COMPANY will agree in good faith on the validity or suspected or actual Infringement sharing of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen total cost of any such enforcement joint infringement action jeopardizes all and the sharing of any recovery or any portion damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the Ipsen Licensed TechnologyPATENT RIGHTS, Joint Inventions or Joint Patent Rightsneither solely nor jointly with COMPANY, including the validity thereof, and sends written notice [***] shall offer to Ipsen stating that Ipsen should not pursue COMPANY to prosecute any such enforcement action for this reason, infringement in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice discretion and at its own expense. Any damages…. The OWNERS shall, costs at COMPANY’S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or other amounts recovered in connection damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any action or proceeding initiated and pursued by Licensee or Ipsen pursuant such settlement needs the prior written approval of [***], which shall not unreasonably be withheld; reasons to this Section 10.6, includingwithheld include, without limitation, any that the settlement thereof, in connection with is financially disadvantageous for the validity OWNERS or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, [***]. Any infringer to which COMPANY grants such sublicenses shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*.a SUBLICENSEE under this Agreement. 73 ARTICLE 8 - CONFIDENTIALITY

Infringement. Each Party COMPANY shall give prompt written notice to the other inform [**] promptly in writing of any suspected or actual Infringement alleged infringement of the PATENT RIGHTS by a third party and of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes available evidence thereof. Subject to the attention of that Party during the Royalty Term with respect COMPANY’s right to any and all countries join in the Territory. Licensee prosecution of infringements set forth below, the OWNERS shall have the first right right, but not the obligation obligation, to initiate prosecute in their own discretion and pursue proceedings against such third party in connection with at their own expense, all infringements of the PATENT RIGHTS. The total cost of any such suspected or actual Infringement of all or any portion of sole infringement action shall be borne by the Ipsen Licensed Technology, Joint Inventions or Joint Patent RightsOWNERS, and Licensee the OWNERS shall keep any recovery or damages derived therefrom. In any such infringement suits, COMPANY shall, at the OWNERS’ expense, cooperate in all respects. COMPANY shall have the sole right but not to join the obligation to initiate and pursue proceedings against such third party in connection with OWNERS’ prosecution of any infringements of the PATENT RIGHTS: In any such suspected or actual Infringement of joint infringement suits, the OWNERS and COMPANY will cooperate in all or any portion of Licensee Technologyrespects. The commencement, strategies, termination, OWNERS and settlement of any action or proceedings relating to COMPANY will agree in good faith on the validity or suspected or actual Infringement sharing of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen total cost of any such enforcement joint infringement action jeopardizes all and the sharing of any recovery or any portion damages derived therefrom. In the event that the OWNERS decide not to prosecute infringements of the Ipsen Licensed TechnologyPATENT RIGHTS, Joint Inventions or Joint Patent Rightsneither solely nor jointly with COMPANY, including the validity thereof, and sends written notice [**] shall offer to Ipsen stating that Ipsen should not pursue COMPANY to prosecute any such enforcement action for this reason, infringement in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice discretion and at its own expense. Any damages... The OWNERS shall, costs at COMPANY’S expense, cooperate. The total cost of any such sole infringement action shall be borne by COMPANY, and COMPANY shall keep any recovery or other amounts recovered in connection damages derived therefrom. In the event that COMPANY intends to make any arrangements with the infringer to settle the infringement (such as sublicenses), and solely the OWNERS or the OWNERS jointly with COMPANY have prosecuted the infringement, any action or proceeding initiated and pursued by Licensee or Ipsen pursuant such settlement needs the prior written approval of [**], which shall not unreasonably be withheld; reasons to this Section 10.6, includingwithheld include, without limitation, any that the settlement thereof, in connection with is financially disadvantageous for the validity OWNERS or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, [**]. Any infringer to which COMPANY grants such sublicenses shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*.a SUBLICENSEE under this Agreement. ARTICLE 8 — CONFIDENTIALITY

Infringement. Each Party shall give prompt written notice to 22.1. So long as Licensee remains the other exclusive licensee of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries Patents in the Territory. Field of Use, Licensee shall have the first right but not during the obligation term of this Agreement to initiate and pursue proceedings commence an action for infringement of any of those Patents against such any third party in connection with for any infringement occurring within Carnegie Mellon/ Carmell License Final 16 the Field of Use, provided that Licensee shall provide Carnegie Mellon thirty (30) days’ prior written notice of such suspected or actual Infringement infringement and of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee Licensee’s intent to file such action. Carnegie Mellon shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its own expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee (subject to being reimbursed from any settlement amount or proceeds as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice provided herein) to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation appear in such matter action by counsel of its own choice selection. If required by the jurisdictional laws of the forum that any such action be prosecuted in the name of the owner of the Patent or that Carnegie Mellon be joined as a party-plaintiff, Carnegie Mellon shall voluntarily appear; provided that Licensee shall hold Carnegie Mellon harmless from, and at its own expense. Any damagesindemnify Carnegie Mellon against any liability, costs damage, loss, or other amounts recovered expense that Carnegie Mellon suffers or incurs, including Carnegie Mellon’s attorneys’ fees and expenses, in connection with, in consequence of or resulting from such action and that if such appearance could subject Carnegie Mellon to any unrelated action or claim of a third party or Licensee in that or any other jurisdiction, then Carnegie Mellon shall have the right to decline such appearance. All liability, damage, loss, or expense suffered or incurred by Carnegie Mellon in accordance with the preceding sentence, including reasonable compensation for the time of any Carnegie Mellon personnel, shall be paid by Licensee as the same as incurred by Carnegie Mellon. Settlement of any action or proceeding initiated and pursued brought by Licensee or Ipsen pursuant to this Section 10.6shall require the consent of Carnegie Mellon and Licensee, includingwhich neither shall unreasonably withhold from the other, without limitation, and any settlement thereofamount or recovery for damages shall be applied as follows: (a) first, to reimburse the parties for their unreimbursed expenses in connection with the validity or suspected or actual Infringement litigation; and (b) second, Carnegie Mellon shall receive compensation for unreimbursed time of Ipsen Licensed Technologyany Carnegie Mellon personnel involved in the action; and (c) third, Joint Inventions or Joint Patent Rights, Carnegie Mellon shall be allocated first to [ ]* receive two and seven one hundreths percent (2.07%) of any remaining amounts shall be allocated as follows: [ ]*monies remaining.

Infringement. Each Party The parties shall give prompt written notice to the inform each other promptly, in writing, of any suspected or actual Infringement alleged infringement of the Patent Rights by a third party party, and any available evidence thereof. During the term of all or any portion of the Ipsen Licensed Technologythis Agreement, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee LICENSEE shall have the first right right, subject only to approval not unreasonably withheld of RESEARCH FOUNDATION, but shall not the obligation be obligated to initiate and pursue proceedings against such third party in connection with prosecute at its own expense any such suspected or actual Infringement of all or any portion infringements of the Ipsen Licensed TechnologyPatent Rights and, Joint Inventions in furtherance of such right, RESEARCH FOUNDATION hereby agrees that LICENSEE may join RESEARCH FOUNDATION as a party plaintiff in any such suit, without expense to RESEARCH FOUNDATION. The total cost of any such infringement action except as provided in Paragraph 7.4. hereof, commenced or Joint defended solely by LICENSEE shall be borne by LICENSEE and LICENSEE shall keep any recovery or damages for past infringement derived therefrom, provided, that LICENSEE, after deduction of its reasonable costs expended in Pursuit of such infringement, shall remit to Research Foundation a share of said recovery or damages equivalent to a royalty as if such recovery or damages were Net Sales hereunder. If within six (6) months after having been notified of any alleged infringement, LICENSEE shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if LICENSEE shall notify RESEARCH FOUNDATION at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, RESEARCH FOUNDATION shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against RESEARCH FOUNDATION may, for such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencementpurposes, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in use the name of Licensee LICENSEE as a party plaintiff. No settlement, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all consent judgment or any portion other voluntary final disposition of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen suit may not settle any proceedings or other enforcement action be entered into without the prior written consent of Licenseethe other party, which consent shall not unreasonably be unreasonably withheld or delayedwithheld. At In the request event that LICENSEE shall undertake the enforcement and/or defense of the Party bringing such enforcement action or proceeding under this Section 10.6Patent Rights by litigation, LICENSEE may withhold up to fifty percent (50%) of the other Party shall cooperate reasonably with such Partyroyalties otherwise thereafter due RESEARCH FOUNDATION hereunder and apply the same toward reimbursement of up to fifty percent (50%) of its expenses, including without limitation reasonable attorneys’ fees, in connection therewith. Any recovery by having LICENSEE of damages for past infringement in any such other Party agree suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of LICENSEE relating to be named as a party if necessary to such enforcement action or proceedingthe suit, and next toward reimbursement of RESEARCH FOUNDATION for any royalties past due or withheld and applied pursuant to this Article VII. LICENSEE shall keep the balance remaining from any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect recovery subject to the validity proviso set forth in Article 7.2 above. In the event that a declaratory judgment action alleging invalidity or suspected or actual Infringement noninfringement of Ipsen Licensed Technology, Joint Inventions or Joint any of the Patent Rights shall be entitled brought against RESEARCH FOUNDATION, LICENSEE at its option, shall have the right, within thirty (30) days after commencement of such action, to separate representation in such matter by counsel intervene and take over the sole defense of its own choice and the action at its own expenseexpense except as provided in Paragraph 7.4. Any damages, costs or other amounts recovered in connection with In any action or proceeding initiated and pursued by Licensee or Ipsen infringement suit as either party may institute to enforce the Patent Rights pursuant to this Section 10.6Agreement, includingthe other party hereto shall, without limitationat the request and expense of the party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. RESEARCH FOUNDATION warrants and represents that it has the lawful right to grant the license provided in this Agreement and that it has not granted rights or licenses in derogation of this Agreement. RESEARCH FOUNDATION agrees that during the term of this Agreement, or any settlement thereoflicense granted hereunder, in connection RESEARCH FOUNDATION shall not enter into any other agreements that conflict with the validity rights or suspected or actual Infringement obligations provided hereunder, including any rights and obligations that survive termination of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*this Agreement.

Infringement. Each Party The parties shall give prompt written notice to the inform each other promptly, in writing, of any suspected or actual Infringement alleged infringement of the Patent Rights by a third party party, and any available evidence thereof. During the term of all or any portion of the Ipsen Licensed Technologythis Agreement, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right right, subject only to approval not unreasonably withheld of UARF, but shall not the obligation be obligated to initiate and pursue proceedings against such third party in connection with prosecute at its own expense any such suspected or actual Infringement of all or any portion infringements of the Ipsen Licensed TechnologyPatent Rights and, Joint Inventions in furtherance of such right, UARF hereby agrees that Licensee may join UARF as a party plaintiff in any such suit, without expense to UARF. The total cost of any such infringement action except as provided in Paragraph 7.4. hereof, commenced or Joint defended solely by Licensee shall be borne by Licensee and Licensee shall keep any recovery including damages for past infringement derived therefrom, provided, that Licensee, after deduction of its reasonable costs expended in pursuit of such infringement, shall remit to UARF a Twenty-five percent (25%) of said recovery. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without UARF’s consent, which consent shall not unreasonably be withheld. If within six (6) months after having been notified of any alleged infringement, Licensee shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or if Licensee shall notify UARF at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and in those events only, UARF shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against UARF may, for such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencementpurposes, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in use the name of Licensee as a party plaintiff. In the event that Licensee shall undertake the enforcement and/or defense of the Patent Rights by litigation, unless Licensee reasonably believes that pursuit may withhold up to fifty percent (50%) of the royalties otherwise thereafter due UARF hereunder and apply the same toward reimbursement of up to fifty percent (50%) of its out-of-pocket expenses, including reasonable attorneys’ fees, in connection therewith. The foregoing withholding provision is applicable only to Licensee and not to any successor to Licensee’s interests. Any recovery by Ipsen Licensee of damages for past infringement in any such suit shall be applied first toward reimbursement of UARF for any royalties past due or withheld and applied pursuant to this Article VII, and next in satisfaction of any such enforcement action jeopardizes all or any portion unreimbursed expenses and legal fees of Licensee relating to the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including suit. Licensee shall keep the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue balance remaining from any such enforcement action for recovery subject to the proviso set forth in Article 7.2 above. In any infringement suit as either party may institute to enforce the Patent Rights pursuant to this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6Agreement, the other Party shall cooperate reasonably with such Partyparty hereto shall, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost request and expense of the party initiating such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect suit, cooperate in all respects and, to the validity extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. UARF warrants and represents that it has the lawful right to grant the license provided in this Agreement and that it has not granted rights or suspected licenses in derogation of this Agreement. UARF agrees that during the term of this Agreement, or actual Infringement of Ipsen Licensed Technologyany license granted hereunder, Joint Inventions or Joint Patent Rights UARF shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or not enter into any other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection agreements that conflict with the validity rights or suspected or actual Infringement obligations provided hereunder, including any rights and obligations that survive termination of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*this Agreement.

Infringement. Each Party shall give prompt written notice to To comply with the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed TechnologySuda Agreement, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any actual, potential, or alleged infringement of the rights to Licensor Patents or Licensor Trademarks (an “Infringement”), Licensee shall initiate, prosecute, and all countries in the Territorycontrol any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to such Infringement. In any such litigation brought by Licensee, Licensee shall have the first right to use and xxx in Licensor’s name and join Licensor as a party to such litigation, and Licensor shall cooperate reasonably, as requested by Licensee and at Licensee’s expense (which expense shall be reasonable). If, within one hundred thirty five (135) Calendar Days of the notice in Section 6.1, Licensee shall, (a) have been unsuccessful in persuading the actual, potential, or alleged infringer to desist, (b) shall not have brought and shall not be diligently prosecuting an infringement action with respect to such Infringement, or (c) has not entered into settlement discussions with respect to such Infringement, or if Licensee notifies Licensor that it has decided not to undertake any of the foregoing against any such alleged, potential, or actual infringer, then Licensor shall have the right, but not the obligation obligation, to initiate and pursue proceedings bring suit to enforce such Licensor Patents or Licensor Trademarks against such third party in connection actual, alleged, or potential infringer at its own expense, unless Licensee has provided Licensor with a strategic rationale for not taking action to terminate such Infringement. In any such suspected or actual Infringement of all or any portion of litigation brought by Licensor, Licensor shall have the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rightsright to use and xxx in Licensee’s name and join Licensee as a party to such litigation, and Licensee shall have the sole right but not the obligation to initiate cooperate reasonably, as requested by Licensor and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technologyat Licensor’s expense (which expense shall be reasonable). The commencement, strategies, terminationParties’ rights and obligations under this Section 6.3 shall be subject to, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld construed to limit or delayedadversely affect, the Parties’ rights and obligations under Section 6.2. At Notwithstanding the request foregoing, Licensee shall not take any action that would result in a breach of the Party bringing such enforcement action or proceeding Suda Agreement. For the avoidance of doubt, Licensor shall have no obligations under this Section 10.6, the other Party shall cooperate reasonably with 6. 2 to bring suit to enforce such Party, including without limitation by having such other Party agree Licensor Patents or Licensor Trademarks even if failure to do so would cause Licensee to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at in breach of the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Suda Agreement.

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right to prosecute and control (at its own expense) any action for infringement of any of the Licensed Patents during the term of this Agreement if such infringement relates to any product that competes with (or if marketed would compete with) a Marketed Product and any claim within a Licensed Patent that covers or otherwise relates to such Marketed Product (or the manufacture, use, sale or other exploitation thereof). Each party agrees to notify the other party promptly of any infringement of a Licensed Patent (within the above scope) of which such party is or becomes aware. If Licensee elects to commence such an action, Licensor shall cooperate fully with Licensee including, without limitation, being joined as a party upon Licensee’s request. Licensor shall have the right to consult with Licensee and to participate in and be represented by counsel in such litigation at its own expense. Recoveries from such action shall first be applied to reimburse Licensee and Licensor, pro rata, for litigation fees and expenses. Licensor shall receive from the remaining portion of the recovery an amount equal to [*]. If, after the expiration of the [*] period following Licensee’s receipt of notice of the third party infringement described in the first sentence of this Section 4.2 (or, if earlier, the date upon which Licensee provides written notice that it does not plan to bring suit), Licensee has not obtained a discontinuance of infringement described in the first sentence above, settled the matter with the infringer, or filed suit against the third party infringer, then Licensor shall have the right, but not the obligation obligation, to initiate and pursue proceedings bring suit against such third party infringer, provided that Licensor shall bear all expenses of such suit Licensee will cooperate with Licensor in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technologysuit for infringement including, Joint Inventions or Joint Patent Rightswithout limitation, being joined as’ a party upon request; and Licensee shall have the sole right but not to consult with Licensor and to participate in and be represented by independent counsel in such litigation at its own expense. Recoveries from such action shall first be applied to reimburse Licensor and Licensee for litigation fees and expenses and any then paid to Licensor. Neither party shall have the obligation right to initiate and pursue proceedings against such third party settle any patent infringement litigation under this Section 4.2 in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to a manner that diminishes the validity or suspected or actual Infringement intellectual property’ rights of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action party without the prior written consent of Licenseesuch other party, which such consent shall not to be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the With respect to all other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 infringement actions with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology[*] = Certain confidential information contained in this document, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter marked by counsel of its own choice brackets, is filed with the Securities and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen Exchange Commission pursuant to this Section 10.6Rule 406 of the Securities Act of 1933, includingas amended. Patents, without limitation, any settlement thereof, in connection with Licensor shall have the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first right to [ ]* prosecute and any remaining amounts shall be allocated as follows: [ ]*control such actions (and will retain all recoveries).

Infringement. Each Party Licensor and Licensee shall give prompt written notice promptly report to the other of any suspected or actual Infringement information which comes to its attention concerning any use by a third party of all or Licensed Technology which might amount to an infringement thereof. If the infringement constitutes a substantial and actionable infringement of any portion of the Ipsen Licensed Technology, Licensee Technologyshall, Joint Inventions at its expense, within ninety (90) days initiate action through competent legal counsel reasonably satisfactory to Licensor to terminate or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. xxxxx such activity unless Licensee shall have reasonably determine that the first right but not anticipated costs of prosecuting such action outweigh the obligation anticipated economic benefits to initiate Licensor and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee. If Licensee shall have the sole right but not the obligation for any reason fail or refuse to initiate and pursue proceedings against prosecute or continue prosecution of such third party in connection with any action, it shall promptly notify Licensor, who may elect to institute or continue such suspected action at Licensee's expense (unless such refusal or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reasonfailure was wrongful, in which case Ipsen such costs and expenses shall not pursue be for the account of Licensor). Each party shall cooperate with the other and the prosecuting party shall keep the other party apprised of the status of the proceeding and shall allow such other party to participate in such proceedings at such person's expense, including, in the case of Licensor, Licensor's right to participate as a party. In no event shall the party prosecuting the action settle any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licenseethe other party hereto, which consent shall will not be unreasonably withheld or delayed. At the request of the Party bringing If such enforcement action shall have been both commenced and prosecuted by Licensee, any judgment, award or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named settlement obtained as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense result of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*(i) first, to costs and ----- attorneys' fees incurred by Licensee in connection with the prosecution of such limitation; (ii) second, ninety-six percent (96%) of the remainder to Licensee ------ and four percent (4%) of the remainder to Licensor; Provided, however, if a -------- ------- portion of the judgment, settlement or award is reasonably identifiable or identified as representing lost revenues of Licensee, the proceeds of such judgment, settlement or award (after deducting attorneys' fees and costs) shall be allocated (y) first, ninety-six percent (96%) to Licensee, and four percent ----- (4%) to Licensor to the extent such proceeds represent lost revenues, and (z) second, the balance being divided equally between Licensee and Licensor. ------ Licensee shall utilize reasonable efforts to obtain an allocation of lost revenues in any proceeding or settlement thereof. In the event that Licensee shall fail or refuse for any reason to prosecute any action under this Paragraph 9, in addition to any right or remedy to which Licensor may be entitled, one hundred percent (100%) of the proceeds of any judgment, settlement or award shall be retained by Licensor.

Infringement. Each Party HEMAGEN shall give prompt written undertake at HEMAGEN's own expense the defense of any suit or action for infringement of HEMAGEN's patents brought against DISTRIBUTOR, which suit or action results from the sale of any PRODUCTs, provided that DISTRIBUTOR shall have promptly advised HEMAGEN in writing of each notice or claim of infringement received by DISTRIBUTOR and of the commencement of the suit or action. HEMAGEN shall hold DISTRIBUTOR harmless from damages or other sums which may be assessed or may become payable under any final decree or judgment in any such suit or action or under any settlement thereof. HEMAGEN shall have sole charge and direction of the defense of any such suit or action and of all negotiations for such settlement, but shall use commercial reasonableness and shall consult with DISTRIBUTOR with regard to the other of any suspected defense or actual Infringement by a third party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action such suit or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, action. DISTRIBUTOR shall be decided obligated to render all reasonable assistance which may be required by Licensee in consultation with IpsenHEMAGEN at HEMAGEN's expense. The commencement, strategies, termination, DISTRIBUTOR may retain counsel of its own selection and settlement of any action or proceedings relating at its own expense to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee advise and consult with IpsenHEMAGEN's counsel. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen HEMAGEN may not settle any proceedings suit or other enforcement action without the prior written consent of LicenseeDISTRIBUTOR, which consent shall not be unreasonably withheld if by such settlement DISTRIBUTOR is obligated to make any monetary payment, to part with any property or delayed. At the request of the Party bringing such enforcement action interest therein, to assume any obligation or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as subject to any injunction. The parties agree that if the PRODUCTs supplied by HEMAGEN are found to be infringing on a third- party patent, HEMAGEN will negotiate in good faith with the third party to obtain a license to use the third party's technology and, if necessary HEMAGEN fails to obtain such enforcement action a license, or proceedingif HEMAGEN is subject to a permanent injunction, then DISTRIBUTOR shall have the right to either terminate this Agreement by giving written notice of termination to HEMAGEN, and return for full credit all inventory on hand, or negotiate with the infringed party for such a license. HEMAGEN's indemnification resulting from any such reasonable cooperation by such other Party infringement on third party patent shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation exclude DISTRIBUTOR's costs involved in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection negotiation with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*infringed party for such a license.

Infringement. Each Party shall give prompt written notice to notify the other Party promptly of any suspected infringement, limitation or actual Infringement unauthorized use of any Patents by a third party Third Party of all or any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that which such Party during the Royalty Term with respect to any and all countries in the Territorybecomes aware. Licensee shall have the first sole right, at its own expense to bring any action on account of any such infringements, limitations or unauthorized use of the Patents. CXXXXXX agrees, at the request of Licensee, to execute the writ and such other papers as may require the signature of CXXXXXX in the prosecution of such suit, and to render to Licensee all reasonable assistance in the prosecution of such suit. Licensee agrees to reimburse CXXXXXX for its reasonable expenses incurred in complying with any such request of Licensee. Finally, CXXXXXX shall have the right to be represented in the litigation by counsel of CXXXXXX’x choice, but not at CXXXXXX’x own expense. Licensee shall be entitled to keep all the obligation to initiate proceeds obtained from such a suit or settlement resulting from such suit and pursue proceedings against such third party CXXXXXX shall receive 8% of the proceeds of any judgment or settlement less the legal fees and costs incurred by Licensor in connection with any such suspected or actual Infringement suit. If Licensee does not undertake such action, it shall notify CXXXXXX of all or any portion its election within sixty (60) days following the receipt of notice of such infringement. CXXXXXX may then prosecute the Ipsen Licensed Technologysame, Joint Inventions or Joint Patent Rightsat its expense, and provided that CXXXXXX notifies Licensee shall have the sole right but not the obligation of CXXXXXX’x intention to initiate and pursue proceedings against file suit at least fifteen (15) days prior to filing thereof. In such third party in connection with any event, unless Licensee then notifies CXXXXXX within such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement fifteen (15) day period that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant agrees to this Section 10.6 shall be at bear one-half of the expense of Licensee. Nothing prosecuting such suit, all recoveries had or obtained in this Agreement, however, such suit shall be deemed to require Licensee to enforce all or any portion the sole property of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action CXXXXXX whereby no settlement will be made without the prior written consent approval of Licensee. If Licensee notifies CXXXXXX that Licensee agrees to bear one-half of such expenses, which consent and if Licensee pays CXXXXXX from time to time as expenses are incurred, then all recoveries had or obtained in such suit shall not be unreasonably withheld or delayeddivided equally between CXXXXXX and Licensee. At CXXXXXX will defend, at its expense, any suit against Licensee to the request extent it is based on a claim that use of the Party bringing Technology as permitted hereunder in the Territory infringes any patent applicable in the Territory. Further, CXXXXXX will pay those damages or costs finally awarded by a court or tribunal of final appeal against Licensee in such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary which are attributable to such enforcement action or proceedingclaim, and provided that Licensee: · notifies CXXXXXX promptly in writing of any such reasonable cooperation by action and all prior related claims; · gives CXXXXXX sole control of the defense of same and all negotiations for its settlement or compromise; and · provides to CXXXXXX, at CXXXXXX’x expense, all available information, assistance and authority to make such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*defense.

Infringement. Each Party Franchisee shall give prompt written notice notify Franchisor in writing within three (3) days of the date Franchisee learns about any apparent infringement of, or challenge to the other Franchisee's use of any suspected Proprietary Mark, or actual Infringement claim by a third party any person of all axx xights in any Proprietary Mark or similar trade name, tradexxxx, or service mark of which Franchisee becomes xxxxe. Franchisee shall not communicate with any portion of the Ipsen Licensed Technologyperson other than Franchisor, Licensee Technology, Joint Inventions its counsel or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party Franchisee's counsel in connection with any such suspected infringement, challenge, or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee claim. Franchisor shall have sole discretion to take such action as it deems appropriate and the sole right but not the obligation to initiate exclusively control any litigation, U.S. Patent and pursue proceedings against such third party in connection with Trademark Office proceeding or other administrative proceeding arising out of any such suspected infringement, challenge, or actual Infringement claim or otherwise relating to any Proprietary Mark or the System. If Franchisor xxxcts, in its sole discretion, to defend the infringement allegation, Franchisor shall, at Franchisor's own cost and expense, vigorously defend Franchisee to the Court of all or first determination against any portion of Licensee Technology. The commencement, strategies, termination, and settlement challenge to Franchisee's use of any action Proprietary Mark or proceedings relating right to use the validity or suspected or actual Infringement of the Ipsen Licensed TechnologySystem, Joint Inventions or Joint Patent Rightsxx xart thereof, or any portion thereof, shall be decided claim by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement any person of any action rights in any Proprietary Mark or proceedings relating similar trade name, tradexxxx, service mark or trade dress used in connexxxxn with the System or the business contemplated hereby except for proprietary rights in trade names, trademarks, or service marks arising under the cOmmon law and Franchisor shall indemnify Franchisee from any and all loss or damage Franchisee may suffer, whether by a judgment against Franchisee or by a settlement consented to by Franchisor arising from such challenge or claim. Franchisee shall make no claim against Franchisor and shall hold Franchisor harmless from any and all direct or indirect, costs, damages, demands, expenses, losses or liabilities suffered by Franchisee as a result of any modification of the validity System necessitated by such claim or suspected or actual Infringement challenge, including the costs of Licensee Technologyaltering the Franchised Restaurant, or any portion thereofreduction in sales revenues or profits, or increased capital expenditures or operating costs resulting from such modification and occasioned by any litigation arising out of any such claim or challenge relating to Franchisee's use of any Proprietary Mark or right to use the System. Xxxxher, Franchisee shall be decided solely by Licensee without waive any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to all past, present or future claims, demands, or actions it may have against Franchisor arising from such litigation except as provided in the foregoing provisions of this Section 10.6 4.03. Franchisee agrees to and shall be at the expense of Licensee. Nothing in this Agreementexecute any and all instruments and documents, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may render such assistance and do so at its expense and, if necessary under the relevant law of the concerned jurisdictionsuch acts and things as may, in the name opinion of Licensee as a plaintiffFranchisor's counsel, unless Licensee reasonably believes that pursuit by Ipsen be necessary or advisable to protect and maintain the interests of Franchisor in any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technologylitigation, Joint Inventions or Joint U.S. Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or Trademark Office proceeding, other administrative proceeding, or to otherwise protect and any such reasonable cooperation by such other Party shall be at maintain the sole cost and expense interests of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to Franchisor in the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Proprietary Marks.

Infringement. Each Party Licensee shall give prompt written notice have the option to the other prosecute any ------------ and all infringements of any suspected Licensor Patent Rights and/or Future Patent Rights. Licensee shall be entitled to bring an action against the infringement in Licensor's or actual Infringement SKCC's name if required by a third party law or otherwise deemed appropriate. Licensee hereby holds Licensor and SKCC harmless from and against any costs, expenses or liability of any kind respecting all such infringements or any portion charges of infringements. Licensor and SKCC agree to provide reasonable assistance of a technical nature to Licensee which Licensee may require in any litigation arising in accordance with the Ipsen Licensed Technologyprovisions of this Section 3.7.1, for which Licensee Technology, Joint Inventions or Joint Patent Rights that comes shall pay to the attention Licensor and SKCC a reasonable hourly rate of that Party during the Royalty Term compensation together with respect to any reimbursement of reasonable out-of-pocket costs and all countries in the Territoryexpenses. Licensee shall have the first right but not right, with the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of LicenseeLicensor and SKCC, which consent shall not be unreasonably withheld withheld, to enter into any settlements, judgments or delayed. At other arrangements respecting the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expenseinfringement claim. Any damages, costs judgments or other amounts payments actually recovered from the infringing party in connection with any action or proceeding initiated and the litigation pursued by Licensee shall be used first to reimburse Licensee for all costs (including those Licensor's or Ipsen SKCC's costs paid by Licensee) of pursuing the litigation; and any net remaining balance shall be shared seventy percent (70%) to Licensee and thirty percent (30%) to SKCC. In the event Licensee elects not to prosecute any such infringement, Licensee shall promptly so notify Licensor and SKCC, and Licensor and SKCC shall thereafter have the right to prosecute such infringement action on its own behalf. In the event Licensor or SKCC elects to prosecute any such infringement action on its own behalf, any net recovery obtain in connection therewith shall be shared seventy percent (70%) to Licensor and/or SKCC, as the case may be, and thirty percent (30%) to Licensee. Any net payments received by SKCC pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be treated as a payment pursuant to Section 2.4 and allocated first to [ ]* and any remaining amounts shall be allocated distributed as follows: [ ]*.specified in Section 2.4A.

Infringement. Each Party Licensee understands and agrees that Licensor shall give prompt written notice not have any obligation to police any area where Licensee sells Licensed Products using the other Trademarks against the infringements by others of any suspected or actual Infringement by a of the Trademarks. However, upon learning of an apparent infringement situation, Licensee agrees to notify Licensor in writing of the name and address, and to furnish such other pertinent information as may be reasonably available, of any third party who may be infringing or otherwise violating any of all or Licensor's rights in and to any portion of the Ipsen Licensed TechnologyTrademarks, or of any third party who makes a claim that use of any of the Trademarks infringes upon or otherwise violates any property or rights of any nature of said third party. Licensor shall notify Licensee Technologypromptly in writing of the name and address, Joint Inventions and to furnish such other pertinent information as may be available, of any third party who may be infringing or Joint Patent Rights that comes to the attention otherwise violating any of that Party during the Royalty Term with respect Licensor's rights in and to any and all countries of the Trademarks in the TerritoryLicensed Territories. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee Licensor shall have the sole right but to determine whether or not any action shall be undertaken on account of such apparent infringement and Licensee agrees to cooperate with Licensor, at Licensor's expense, in all reasonable respects in any action which Licensor, at its sole discretion, deems advisable or necessary to protect Licensor's rights in the obligation to initiate Trademarks or in the defense of a claim by a third party that use of any of the Trademarks infringes upon or otherwise violates any property rights of any nature of said third party. In the event that Licensee learns of any direct infringement of the Trademarks in the Licensed Territories by the sale of any of the licensed Products by a third party, other than one under Section 3, and pursue proceedings against such third party has infringing sales in excess of two (2%) percent of those of Licensee in the particular State which is part of the Licensed Territories, Licensor agrees to take such action as is necessary to eliminate the infringement or delegate the same, at Licensor's sole discretion, to Licensee to pursue at Licensee's expense. The result of any such action or inaction by Licensor shall not relieve Licensee of its obligations hereunder, unless such resolution precludes the use of the Trademarks in connection with the Licensed Products, in which event Licensee shall have the option to terminate this Agreement, provided that any such suspected termination will not affect any remedies among the parties at law or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licenseeequity. Nothing in this Agreement, however, Section 16 shall be deemed to require Licensee to enforce all or any portion relieve Licensor of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion obligations under Section 3 of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Agreement.

Infringement. Each Party shall give prompt written notice A. Company and University agree to the notify each other promptly of any suspected each infringement or actual Infringement by a third party of all or any portion possible infringement of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint licensed Patent Rights that comes or subsequently issued patent of which either party becomes aware. With respect to such Patent Rights or subsequently issued patent under which Company is exclusively licensed pursuant to this Agreement, Company or its sublicensee shall have the attention right to prosecute in its own name and at its own expense, any infringement of that Party during the Royalty Term such Patent Rights or subsequently issued patent. Before Company or its sublicensee commences an action with respect to any such infringement, Company shall contact University to obtain University’s view concerning any potential effects such an action may bring and all countries shall report such views to the appropriate sublicensees. University shall have a continuing right, but not an obligation, to intervene in any suit for patent infringement involving the Patent Rights. Neither Company nor its sublicensee shall take any action to compel University to initiate a suit or to join any suit for patent infringement except if part of an action alleging breach of University’s obligation contained in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Joint Inventions or Joint Patent RightsMARKED BY BRACKETS, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. HAS BEEN OMITTED PORTIONS AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER 24B-2 OF THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED. however, following sentence. Company or its sublicensee may request that University join in such suit if Licensee does not enforce all or any portion necessary to avoid dismissal of the Ipsen Licensed Technologysuit, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, and University shall join in such suit if necessary under to avoid dismissal. Neither Company (nor its sublicensee) nor any attorney engaged by Company (or its sublicensee) shall prosecute the relevant law of the concerned jurisdiction, infringement in the name of Licensee as a plaintiffthe University, unless Licensee reasonably believes that pursuit by Ipsen the State of any such enforcement action jeopardizes all Oregon, or any portion agency of the Ipsen Licensed TechnologyState of Oregon, Joint Inventions nor purport to act as legal representative of the University, the State of Oregon or Joint Patent Rightsany of its agencies, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licenseethe Oregon Attorney General, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed TechnologyUniversity may, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of at its election, assume its own choice defense and at settlement in the event the University determines that Company or its own expense. Any damages, costs sublicensee is prohibited from representing the University or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*is not adequately protecting its interests.

Infringement. Each Party shall give prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed TechnologyCompany will defend, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, any action against MassRoots based on a claim that the CannaRegs Non-Cannabis Intellectual Property infringes a United States or foreign patent, or United States or foreign copyright or involves misappropriation of a trade secret to the extent that such claim relates to Company’s usage of the CannaRegs Non-Cannabis Intellectual Property. Any damagesCompany will pay such damages or costs as are finally awarded against MassRoots for such infringement or misappropriation provided that MassRoots gives Company: (a) prompt written notice of any such action and of all prior related claims; (b) sole control of the defense and settlement of such action; and (c) full cooperation (at Company’s expense) in any defense or settlement. Company shall not be liable for any fees, costs or damages incurred without such prior written notice, control and cooperation and/or that do not relate to Company’s usage of the CannaRegs Non-Cannabis Intellectual Property. Should any CannaRegs Non-Cannabis Intellectual Property become, or in Company's opinion be likely to become, the subject of a claim of infringement or trade secret misappropriation as set forth herein, Company shall, at its option and expense either: (a) obtain for itself the right to continue using the CannaRegs Non-Cannabis Intellectual Property; (b) replace or modify the CannaRegs Non-Cannabis Intellectual Property so its use becomes non-infringing or otherwise lawful; or (c) discontinue using the infringing portion of the CannaRegs Non-Cannabis Intellectual Property. MassRoots shall have no liability for any claim of infringement of a patent, copyright or other amounts recovered in connection with any action intellectual property right or proceeding initiated trade secret misappropriation, based on the use of the CannaRegs Non-Cannabis Intellectual Property under this Agreement to the extent that the CannaRegs Non-Cannabis Intellectual Property is held by CannaRegs immediately prior to the Merger. This Section 6 states Company’s exclusive remedy and pursued MassRoots’ sole liability for the CannaRegs Non-Cannabis Intellectual Property, that is held by Licensee CannaRegs immediately prior to the Merger, infringing on the intellectual property rights of third parties or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with constituting a misappropriation of the validity or suspected or actual Infringement trade secrets of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*third parties.

Infringement. Each If either Party shall give prompt written notice to learns of (i) any infringement or potential infringement of the other Licensed Intellectual Property in the Field of any suspected or actual Infringement Use by a third party of all or and/or (ii) any portion claim by a third party that a patent of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries Intellectual Property in the TerritoryField of Use is invalid, it shall promptly notify the other Party. In that event, as long as Licensee enjoys the exclusive license granted under Section 3.1 herein, Licensee shall have the first right right, but not the obligation obligation, at its own expense, to initiate prosecute such infringement or to compromise or settle such claim (an “Action”). If Licensee cannot prosecute or defend such Action in its own name, Xxxxxxxx agrees to sign and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of deliver to Licensee the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require documents necessary for Licensee to enforce all prosecute or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, defend such Action in the name of Licensor. Licensee as a plaintiffshall not compromise or settle such Action in any way that directly and adversely affects the scope, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all validity or any portion enforceability of the Ipsen Licensed TechnologyIntellectual Property, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the Licensor’s prior written consent of Licenseeconsent, which consent shall not be unreasonably umeasonably withheld or delayed. At Licensor shall reasonably cooperate with Licensee in connection with such Action, at Licensee’s expense. Any recovery that Licensee receives from such Action or the request compromise or settlement thereof, shall be used to first reimburse Licensee for its out of pocket costs of prosecuting or defending the Action (but not such expenses as employee salary or overhead). The sum remaining after deduction of Licensee’s out of pocket expenses shall be treated as follows: (a) for any recovery which is based upon lost sales or lost profits, Licensee shall pay to Licensor royalties in accordance with Section 5.2, based upon the Net Selling Price used to compute the recovery and (b) for any recovery based upon treble damages, Licensee shall pay Licensor [**] percent ([**]%) of the Party bringing recovery. If Licensee elects to not pursue an Action, Licensor may, but shall not be required, to pursue such enforcement action or proceeding under this Section 10.6Action on its own, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with keeping any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*proceeds from such Action for itself.

Infringement. Each Party shall give prompt written notice to In the other event of any suspected suit, claim, action or actual Infringement by a third party of all proceeding against Licensee arising from allegations that Software or any portion thereof furnished by Licensor constitutes infringement of the Ipsen Licensed Technologyany patent, Licensee Technologycopyright, Joint Inventions trade secret, or Joint Patent Rights that comes any other proprietary right of any third party, Licensor will defend Licensee's right, title and interest to the attention same against such suit, claim, action or proceeding at Licensor’s expense, provided Licensee promptly notifies Licensor in writing of that Party during the Royalty Term with respect to any and all countries in the Territorysuch suit, claim, action or proceeding. Licensee Licensor shall have the first right but not the obligation to initiate engage an external counsel to defend Licensor and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Licensee and Licensee shall have co-operate with said external counsel. If as the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen result of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party suit Licensee shall be at prevented from the sole cost and expense use of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed TechnologySoftware, Joint Inventions or Joint Patent Rights Licensor shall be entitled to separate representation in such matter by counsel of its own choice and promptly at its own discretion and expense, procure for the Licensee to use the same or substitute to non-infringing software. Any damagesThe above indemnity is void if the infringement is caused due to the Licensee's use of Software, costs or parts thereof, together with other amounts recovered in connection with products not delivered by Licensor and/or, if Software, or parts thereof, has been used for operations for which it has not been intended or designed. THE TOTAL AGGREGATE LIABILITY OF LICENSOR UNDER THE ABOVE INDEMNITY CLAUSE SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE AMOUNT OF THE FIRST ANNUAL MAINTENANCE FEE PAID TO LICENSOR UNDER THE PROCUREMENT DOCUMENTS. Liability IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF LICENSOR IS ALWAYS LIMITED TO THE AMOUNT OF THE FIRST ANNUAL MAINTENANCE FEE PAID TO LICENSOR UNDER THE PROCUREMENT DOCUMENTS. LICENSEE REPRESENTS AND WARRANTS THAT IT WILL USE SOFTWARE TO PEACEFUL PURPOSES ONLY AND IN ACCORDANCE WITH THE GUIDELINES OF NUCLEAR SUPPLIERS GROUP (xxxx://xxx.xxxxxxxxxxxxxxxxxxxxx.xxx/guide.htm). LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGE CAUSED TO THE NUCLEAR PLANT OR FOR ANY NUCLEAR DAMAGE, INCLUDING DAMAGE TO THIRD PARTIES. LICENSEE SHALL FULLY INDEMNIFY LICENSOR AND HOLD LICENSOR HARMLESS AGAINST ANY AND ALL LIABILITY WITH REGARD TO SUCH LOSSES AND DAMAGES. SOFTWARE IS A BEST ESTIMATE APPLICATION, AND LICENSOR DOES NOT GIVE ANY WARRANTIES OR GUARANTEES AS TO THE CORRECTNESS OF RESULTS AND/OR INFORMATION ACQUIRED THROUGH THE USE OF SOFTWARE. LICENSEE SHALL BE SOLELY LIABLE FOR THE USE OF SUCH RESULTS AND/OR INFORMATION AND COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH SUCH USE. ANY DAMAGES PAYABLE BY LICENSOR ON ANY BASIS WHATSOEVER ARISING FROM THE LICENSEE’S USE OF SOFTWARE SHALL BE REIMBURSED BY LICENSEE TO LICENSOR. Non-Disclosure Neither party shall reveal any action or proceeding initiated information it may receive on the other party's business operations, trade secrets, proprietary know-how and pursued by Licensee or Ipsen pursuant like information to this Section 10.6, includingany third party, without limitationthe approval of the other party, any settlement thereofexcept in the case the information: • is or becomes public information through no fault of the receiving party, • is already in connection the possession of the receiving party at the time of receipt, • is independently developed by the receiving party, or • otherwise lawfully becomes available to the receiving party under no obligation of confidentiality. Disclosed information may only be used in accordance with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Procurement Documents.

Infringement. Each Party shall give prompt written notice The CenTrak Products are provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with End User. Neither CenTrak nor its licensors represent or warrant that the other of CenTrak Products are without defect or error. In addition, End User acknowledges that CenTrak does not represent, warrant or covenant that it is or will be familiar with End User’s environment or any suspected or actual Infringement by a third party of all products or any portion technologies with which the CenTrak Products may be combined and that, other than setting forth applicable restrictions on use herein, CenTrak does not control, or have knowledge of, the use of the Ipsen Licensed TechnologyCenTrak Products by End User. THE CENTRAK PRODUCTS ARE NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, Licensee TechnologyNOR SHOULD THEY BE RELIED UPON FOR MEDICAL DIAGNOSIS OR TREATMENT. CENTRAK MAKES NO REPRESENTATIONS, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to WARRANTIES OR COVENANTS AS TO FITNESS OR SUITABILITY OF THE CENTRAK PRODUCTS FOR ANY PARTICULAR PURPOSE OR SETTING. End User will indemnify, defend and hold CenTrak harmless from and against any and all countries claims, demands, suits, liabilities, causes of action, losses, expenses, damages, fines, penalties, court costs and reasonable attorneys’ fees arising from or relating to End User’s environment, use of End User or third party products or technologies with the CenTrak Products, use of the CenTrak Products for medical advice, diagnosis or treatment, or use of the CenTrak Products for particular purposes or in particular settings. Certain of the CenTrak Products have been designed for use to assist in the Territory. Licensee shall have prevention of elopements (wander prevention) and abductions (infant protection), personnel and/or patients in summoning help when they may be are under personal duress (call point and call assist), in the first right but not location of assets and/or prevent the obligation to initiate and pursue proceedings against such third party loss of an asset, in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technologymonitoring temperatures (temperature tags) and/or hand hygiene. The commencementCenTrak Products are dependent on the conditions in which they operate and user dependent and therefore CenTrak cannot guarantee that patients will not elope or be abducted, strategiesan asset not be located or lost, terminationpersonnel and/or patients not be located, or reported when they call for assistance, temperature status or hand washings be missed, miscounted, and/or mismeasured. CenTrak elopement and settlement abduction prevention products when used and maintained properly, can provide information and alarm notification to alert the End User’s staff that a tag has either penetrated a protected portal and/or has been tampered with (applies to supervised tags only). Regular testing and maintenance for the CenTrak Products, as supplied and presented in the applicable Documentation, is essential to verify the system is operating correctly and to ensure that the probability of detecting an alarm and locating the tag are maximized. Failure to undertake regular testing or problem detection and lack of consistent testing and maintenance by the End User will increase the risk of not identifying a system failure and could result in failing to detect infant abduction, loss of assets, wandering patient egress attempts, personnel and/or patient duress attempts or events, temperature and/or hand hygiene events. The CenTrak Products are not intended in any action or proceedings relating way to be a substitute for standard security and staffing, temperature maintenance and/or monitoring, and/or hand hygiene procedures, nor should they be relied upon as a replacement of such standard procedures. End User acknowledges and agrees: That quoted CenTrak Products are intended to provide additional safeguards to assist the validity or suspected or actual Infringement End User in the prevention of the Ipsen Licensed Technologyevents such as infant abductions, Joint Inventions or Joint Patent Rightswandering patients, personnel and/or patient duress events, theft, temperature misalignments, hand hygiene failures, or any portion thereofother event that they may have been purchased for. CenTrak advocates that companies and healthcare facilities establish a comprehensive program of policy and procedures; education of and teamwork by staff, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, terminationsecurity, and settlement risk-management personnel; and coordination of any action or proceedings relating to the validity or suspected or actual Infringement various elements of Licensee Technologyphysical and electronic security. IN NO EVENT WILL CENTRAK OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO END USER OR ANY THIRD PARTY FOR ANY DIRECT, or any portion thereofSPECIAL, shall be decided solely by Licensee without any requirement that Licensee consult with IpsenINDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES, OR OTHER DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF DATA, EVEN IF CENTRAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this AgreementSHOULD THE FOREGOING LIMITATION BE DETERMINED TO BE UNENFORCEABLE IN ANY RESPECT, howeverTHE UNENFORCEABLE PART WILL BE DEEMED REMOVED, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed TechnologyAND THE REMAINDER WILL REMAIN IN EFFECT; IN ADDITION, Joint InventionsIN SUCH CASE, Joint Patent Rights or Licensee Technology against others; providedTHE TOTAL LIABILITY OF CENTRAK OR ITS LICENSORS OR SUPPLIERS TO END USER OR ANY THIRD PARTY FOR ANY DAMAGES IS LIMITED TO THE AMOUNT PAID DURING THE PRECEDING TWELVE (12) MONTHS TO CENTRAK FOR THE SPECIFIC CENTRAK PRODUCTS CAUSING THE LIABILITY, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH EVEN IF CENTRAK HAS BEEN ADVISED OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT POSSIBILITY OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*SUCH DAMAGES.

Infringement. Each Party 9..1 TTC shall, at its expense, take all reasonable steps to protect and enforce all patents which issue under the LICENSED PATENT against infringement by any person, firm, corporation or other entity. In furtherance and not in limitation of the foregoing, TTC agrees that it shall give prompt written notice to promptly investigate any allegations of possible infringement of which it may become aware from any source. In the other of any suspected event that either LICENSOR or actual Infringement by LICENSEE determines that a third party of all is making, producing, assembling, using, marketing, advertising, selling, leasing, distributing, installing, servicing or any portion maintaining a product that may infringe an issued patent of the Ipsen Licensed TechnologyLICENSED PATENT, Licensee Technologysuch party will promptly notify the other party thereof in writing. TTC may, Joint Inventions at its sole option, bring suit against such alleged infringer in its name or Joint Patent Rights in LICENSEE's name or in both names as may be required to establish jurisdiction. TTC shall have thirty (30) days after receipt of notice from LICENSEE in which to decide if it will bring suit and to so notify LICENSEE. All recoveries in any such suit shall belong to TTC, except that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee LICENSEE shall have the first right but not to elect to pay up to fifty percent (50%) of the obligation litigation costs and receive a percentage of any recovery equal to initiate and pursue proceedings against the percentage of litigation costs actually paid. LICENSEE must make such third party election within thirty (30) days of its receipt of notice that TTC has decided to bring suit. LICENSEE shall also have the right to choose to be represented by separate counsel in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and suit at its own expense. Any damagesSuch expense for separate counsel shall not be considered as part of "litigation costs" for purposes of determining LICENSEE's share of any recovery in accordance with the sentence above. If TTC elects not to bring a suit against the alleged infringer, costs or other amounts recovered in connection with any fails to notify LICENSEE within thirty (30) days after receipt of notice of an actual or claimed infringement, then LICENSEE shall thereafter have the right to commence such action or proceeding initiated at its own cost and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereofexpense, in connection with which case any recoveries shall belong to LICENSEE. In any such suit by LICENSEE, LICENSOR shall have rights of participation and recovery that are the validity or suspected or actual Infringement of Ipsen Licensed Technologysame as LICENSEE's rights as provided above when TTC elects to xxx, Joint Inventions or Joint Patent Rights, shall be allocated first subject to [ ]* and any remaining amounts shall be allocated as follows: [ ]*the same time constraints on its ability to do so.

Infringement. Each Party Licensee shall give prompt written notice to the other immediately notify Licensor of any suspected or actual Infringement by a third party of all or any portion use of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions Trademark by third parties which infringes the Retail License or Joint Patent Rights that comes to the attention of that Party Institutional License during the Royalty Term with respect to any and all countries in the Territorytheir respective terms. Licensee Licensor shall have the first right but not the obligation to initiate pursue any infringements of the Trademark at Licensor's expense; provided however that Licensor may at its option, in lieu of such defense, transfer and pursue proceedings against such third party convey the Trademark to Licensee for use on and in connection with the Goods and any other items Licensor may have approved under Section 2 hereof If Licensor makes such suspected or actual Infringement transfer, Licensee shall grant to Licensor a perpetual, paid-up license for all uses not then covered by Licensee's license, on terms comparable to those set out herein excluding the provisions herein dealing with the duty to defend the Trademark. In the event Licensor files suit and is successful in obtaining a decision of infringement, any monetary award of the court in Licensor shall be for Licensor's sole account. Licensor shall not enter into any settlement agreements with any infringers that permits the continuing use of the infringing mark unless Licensee has been advxxxx of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, terms of the settlement and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party has agreed in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating writing to the validity or suspected or actual Infringement Licensor's acceptance of such terms. Licensee agrees to reasonably cooperate with Licensor in pursuing infringements of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with IpsenTrademark. The commencement, strategies, termination, and settlement of any In the event that Licensor takes no action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion against an infringer of the Ipsen Licensed TechnologyTrademark, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its Licensor's expense andand may join Licensor as a party, if necessary under and Licensor shall provide all reasonable cooperation to Licensee for the relevant law prosecution of the concerned jurisdiction, in case. In the name of event the Licensee as is awarded a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion monetary judgment for the successful prosecution of the Ipsen Licensed Technologyinfringement, Joint Inventions or Joint Patent Rightsthe award shall be for the sole account of the Licensee, including subject to a credit to the validity thereof, and sends written notice Licensor for its obligation to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen bear the expense of the action. Licensee shall not pursue enter into any such enforcement action. Ipsen may not settle settlement agreements with any proceedings or other enforcement action without infringers that permits the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request continuing use of the Party bringing such enforcement action or proceeding under this Section 10.6, infringing mark unless Licensor has been adxxxxd of all the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree terms of the settlement and has agreed in writing to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense Licensor's acceptance of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*terms.

Infringement. Each Party (a) (i) In the event that any legal proceeding shall give prompt written be instituted or threatened against Licensee or any of its Sublicenses involving any claim of infringement relating to the development, manufacture, import, use, purchase or sale of a Licensed Product, or Licensed Process, Licensee will notify Licenser thereof. Licensor shall have thirty (30) days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing (subject to the consent of Licensee, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Licensee shall cooperate with Licensor in connection therewith; provided that (i) Licensor shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any suspected or actual Infringement by a third party of all or any portion Licensee; (ii) in the event it appears likely, in the reasonable judgment of the Ipsen Licensed TechnologyLicensee, Licensee Technology, Joint Inventions or Joint Patent Rights that comes different defenses are available to the attention Licensee or that a conflict of that Party during interest may arise between the Royalty Term Licensee and the Licensor with respect to such claim, the Licensee shall choose its own counsel, and the reasonable fees and expenses of such counsel shall be home by the Licensor; (iii) in the event it appears that no conflict of interest will arise between the Licensee and the Licensor and the Licensee desires to choose its counsel, the Licensor shall permit the Licensee to participate in such settlement or defense through such counsel chosen by the Licensee, provided that the fees and expenses of such counsel shall be borne by the Licensee; and (iv) the Licensor shall agree promptly to reimburse the Licensee for the full amount of any loss resulting from such claim and all countries related expenses incurred by the Licensee. So long as the Licensor is reasonably contesting any such claim in good faith, the TerritoryLicensee shall not pay or settle any such claim. Notwithstanding the foregoing, and provided that no rights of Licensor are thereby in any way compromised or infringed, the Licensee shall have the first right to pay or settle any such claim, provided that in such event the Licensee shall waive any right to indemnity, contribution or any other form of repayment therefor (however described) by the Licensor, and reimburse the Licensor for any payments made to the date of the settlement. If the Licensor does not notify the Licensee within thirty (30) days after receipt of the Licensee's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Licensee or its Sublicensee shall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the Licensor, and the reasonable costs and expenses (including but not limited to reasonable attorneys' fees and expenses) incurred by them in connection with the obligation defense of such claim, at the expense of Licensor. Licensee shall xxxx Licensor monthly for all costs and expenses incurred in the defense of any such claim, and Licensor shall promptly remit payment of all such bills to initiate Licensee Licensor's failure to make such payment shall be a material default under this License Agreement. Licensor shall be entitled to participate in any such suit or action with its own counsel at its own expense. In the event of any claim under this Article XII, each of Licensor and pursue proceedings against such third party Licensee shall (1) fully cooperate with each other in connection with any such suspected or actual Infringement claim, (2) on reasonable notice have any of all or any portion of the Ipsen Licensed Technologyits employees, Joint Inventions or Joint Patent Rightsofficers, directors, agents and other representatives testify when necessary, and Licensee shall have the sole right but not the obligation (3) on reasonable notice make available to initiate each other as necessary all relevant records, specimens, samples and pursue proceedings against such third party other information in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and possession at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*.

Infringement. Each Party 8.1. [COMPANY shall give prompt written notice to the other promptly notify LICENSOR, and LICENSOR shall promptly notify COMPANY, of any suspected or actual Infringement by infringement of any Licensed Patents. During the term of this Agreement, LICENSOR and COMPANY shall have the right to institute an action for infringement of the Licensed Patents against a third party of all or any portion of in accordance with the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee following: COMPANY shall have the first right but to enforce any Licensed Patents against such infringer, including defending any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent, and shall bear the entire cost of such action. It is LICENSOR’s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the obligation litigation, and as such herein grants COMPANY the rights in Licensed Patents to xxx an infringer alone. Should LICENSOR choose not to join in such action, to the extent necessary for standing purposes, upon COMPANY’s request, LICENSOR shall assign to LICENSEE only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without LICENSOR, provided that COMPANY shall be responsible for all reasonable attorneys fees and pursue proceedings against costs associated with LICENSOR’s participation in such third party in connection with suit. COMPANY shall reimburse LICENSOR for any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technologycosts incurred, Joint Inventions or Joint Patent Rightsincluding reasonable attorneys’ fees, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement as part of any action brought by COMPANY. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee other voluntary final disposition in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to regarding the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6Patents, including, without limitation, any settlement thereofof a claim relating to the scope, in connection with the validity or suspected enforceability of any Licensed Patent, without the express written consent of LICENSOR, such consent not to be unreasonably withheld or actual Infringement delayed. Any recovery or settlement received for punitive or exemplary damages based on a claim where COMPANY has borne the entire cost of Ipsen Licensed Technologysuch action shall be retained by COMPANY. If LICENSOR has joined in such action, Joint Inventions then any other recovery or Joint Patent Rightssettlement received, including compensatory damages or damages based on a loss of revenues which exceed the out-of-pocket costs and expenses incurred by COMPANY and LICENSOR ( hereinafter “Net Recovery”), shall be allocated first deemed to [ ]* be the proceeds of Sales of Licensed Products in the fiscal quarter received by COMPANY and COMPANY shall pay to LICENSOR an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 4 had such Net Recovery been accrued by COMPANY as Sales. If COMPANY does not institute an action against an infringer within ninety (90) days of receipt of notice of infringement, LICENSOR may, upon thirty (30) days written notice to COMPANY, institute such action, in which case COMPANY shall reasonably cooperate with LICENSOR in such effort including being joined as a party to such action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, the abandoning party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, provided that the sharing of expenses and any remaining amounts recovery in such suit shall be allocated as follows: [ ]*agreed upon between LICENSOR and COMPANY.

Infringement. Each Party shall give prompt written notice to the other If Licensee becomes aware of infringement of any suspected or actual Infringement of the Xxxx Patents by a third party of all or any portion party, Licensee may notify Licensor in writing and Licensor shall decide within sixty (60) days thereafter whether Licensor will take steps to end the infringement and at the time of the Ipsen Licensed Technologydecision notify Licensee of what decision Licensor reached. Initially Licensor shall retain the sole right, but not the obligation, at its sole discretion, to prosecute infringement of any of the Xxxx Patents licensed to Licensee under this Agreement. Prior to initiating any such proceeding, Licensor will inform Licensee and will keep Licensee reasonably advised of developments in the proceeding. Thereafter, if Licensor does not assert an infringement claim, Licensee Technologyshall have the right, Joint Inventions at its sole discretion, to assert an infringement claim or Joint Patent Rights counterclaim against an infringer and to require Licensor to join with Licensee as a party in asserting such claim or counterclaim. Until June 14, 2005, the attorneys’ fees and other expenses of any such litigation which Licensee undertakes shall be paid by Licensee and Licensor in shares of 96% and 4%, respectively, and any proceeds of such infringement litigation shall be divided between them on the same 96%-4% basis. For infringement litigation commenced by Licensee after June 14, 2005, to which Licensor is a party, the expenses and the proceeds shall be split on a 50-50 basis. Any litigation expenses or litigation proceeds that comes arise after June 14, 2005, shall be shared on the basis that applied between the parties when the underlying litigation began. If Licensee becomes involved in any proceeding involving any of the Xxxx Patents, Licensor agrees, notwithstanding Section 3.4, to the attention of that Party during the Royalty Term cooperate fully with respect to Licensee, at Licensor’s expense, insofar as providing documents, testimony, expertise, and any and all countries in the Territoryother nonfinancial assistance reasonably requested. Licensee shall have the first right but not the no obligation to initiate and pursue proceedings assert or join with Licensor in asserting infringement against such third party any person or entity, whether the alleged infringement is inside or outside the Field of Use. If Licensor becomes involved in connection with any such suspected or actual Infringement of all or proceeding involving any portion of the Ipsen Licensed TechnologyXxxx Patents, Joint Inventions or Joint Patent RightsLicensee agrees to cooperate fully with Licensor, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencementat Licensee’s expense, strategiesinsofar as providing documents, terminationtestimony, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceedingexpertise, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*nonfinancial assistance reasonably requested.

Infringement. Each Party Licensor shall give indemnify, defend and hold Licensee harmless for any loss, expense and liability incurred by Licensee from any third party claims that Licensee’s use of the Software infringes or violates the U.S. patent, copyright or trade secret rights of that third party (collectively, “IP Claims”). This indemnity shall not apply to (a) modifications made to the Software without Licensor’s written consent, (b) any use of the Software in connection or combination with hardware or software for which the Software was not designed, in all of which instances Licensee shall indemnify and hold harmless Licensor. Licensor’s indemnification obligation hereunder is subject to Licensee providing Licensor prompt written notice to the other of any suspected or actual Infringement by a third party of all or any portion of the Ipsen Licensed TechnologyIP Claim, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion allowing Licensor sole control of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, defense and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reasonproviding assistance therewith, in which case Ipsen shall not pursue any such enforcement actionat Licensor’s expense, as Licensor reasonably requests. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding Licensor’s obligation under this Section 10.6is conditioned on Licensee’s agreement that if such Software, or the use thereof, becomes, or in Licensor’s opinion is likely to become, the other Party subject of such an IP Claim, Licensee shall cooperate reasonably with such Partypermit Licensor, including without limitation by having such other Party agree at Licensor’s option and expense, either to be named as a party if necessary procure the right for Licensee to such enforcement action continue using the Software or proceedingto replace or modify the Software so that they become non-infringing, and any such if neither of the foregoing alternatives is available on terms which are reasonable cooperation in Licensor’s judgment, Licensee shall return the Software upon request by such other Party Licensor and shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect have no further payment obligation except for payment obligations incurred prior to the validity or suspected or actual Infringement date of Ipsen Licensed Technologyreturn. For purchased Software, Joint Inventions or Joint Patent Rights Licensor shall be entitled to separate representation in such matter refund the applicable Software purchase price paid by counsel of its own choice and at its own expenseLicensee, less depreciation deducted on a five year straight-line basis. Any damagesTHE FOREGOING STATES THE ENTIRE OBLIGATION AND LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY PATENT, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6COPYRIGHTS, includingTRADE SECRET AND ALL OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AND IS IN IS IN LIEU OF ALL WARRANTIES, without limitationEXPRESS OR IMPLIED, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*WITH RESPECT THERETO.

Infringement. Each Party Licensee shall give prompt written notice to the other immediately notify Licensor of any unauthorized use and/or suspected or actual Infringement by a third party of all or any portion infringement of the Ipsen Business Concept, Intellectual Property or Licensed TechnologyMarks. Such notification on shall include, Licensee Technologywithout limitation, Joint Inventions immediately forwarding to Licensor any and all documents relating to any such unauthorized use or Joint Patent Rights that comes suspected infringement and providing Licensor with any and all facts and circumstances relating to such unauthorized use or suspected infringement. Licensor shall have the attention of that Party during primary, and in the Royalty Term first instance sole, right to institute a suit for infringement, unfair competition, or other action with respect to any and all countries in the Territoryunauthorized use or suspected infringement. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee Licensor shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the Intellectual Property, including the right but not the obligation to settle or otherwise compromise any dispute or suit and shall promptly notify Licensee of its decision. Licensor shall have no duty to initiate such litigation if in its sole judgment such litigation is not wanted or is not in its best interests. Licensee agrees that it shall, at all times, reasonably cooperate with Licensor and pursue proceedings against such third party in connection its counsel, with respect to any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity unauthorized use or suspected or actual Infringement of alleged infringements at Licensor's expense, including, but not limited to, having Licensee's principals, directors, employees, officers, and/or agents testify, and making available any records, papers, information, specimens, and the Ipsen Licensed Technologylike when requested by Licensor. Licensee may join and be represented in, Joint Inventions at its own expense by its own counsel, any proceeding relating to any unauthorized use or Joint Patent Rightssuspected infringement to prow its own interests. If Licensor decides in its discretion not to take any action with respect to an unauthorized use or suspected infringement, then Licensor may, at its own option and sole expense, take such action on its our behalf as it deems appropriate and any damages, recovery, settlement, or any portion thereof, shall compromise obtained thereby shah be decided by Licensee in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to for the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense account of Licensee. Nothing in this Agreement, however, Any damages and/or recovery received pursuant to such litigation or settlement or compromises shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense exclusive property of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*Licensor.

Infringement. Each Party 8.1. COMPANY shall give prompt written notice to the other promptly notify LICENSOR, and LICENSOR shall promptly notify COMPANY, of any suspected or actual Infringement by infringement of any Licensed Patents. During the term of this Agreement, LICENSOR and COMPANY shall have the right to institute an action for infringement of the Licensed Patents against a third party of all or any portion of in accordance with the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee following: COMPANY shall have the first right but to enforce any Licensed Patents against such infringer, including defending any declaratory judgment action brought against it alleging the invalidity of a Licensed Patent, and shall bear the entire cost of such action. COMPANY agrees to defend LICENSOR against any counterclaim brought against it in such action. It is LICENSOR’ s intention that COMPANY be able to prosecute an alleged infringement without including LICENSOR as a party to the litigation, should LICENSOR choose at its discretion not to be a party to the obligation litigation, and as such herein grants COMPANY the rights in Licensed Patents to xxx an infringer alone. Should LICENSOR choose not to join in such action, to the extent necessary for standing purposes, upon COMPANY’s request, LICENSOR shall assign to LICENSEE only such rights to the applicable Licensed Patent that may be necessary to permit COMPANY to initiate or prosecute such action without LICENSOR, provided that COMPANY shall be responsible for all reasonable attorney’s fees and pursue proceedings against costs associated with LICENSOR’s participation in such third party in connection with suit. COMPANY shall reimburse LICENSOR for any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technologycosts incurred, Joint Inventions or Joint Patent Rightsincluding reasonable attorneys’ fees, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement as part of any action brought by COMPANY. COMPANY shall not enter into any settlement agreement, voluntary dismissal, consent judgment or proceedings relating to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee other voluntary final disposition in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to regarding the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6Patents, including, without limitation, any settlement thereofof a claim relating to the scope, in connection with the validity or suspected enforceability of any Licensed Patent, without the express written consent of LICENSOR, such consent not to be unreasonably withheld or actual Infringement delayed. Any recovery or settlement received for punitive or exemplary damages based on a claim where COMPANY has borne the entire cost of Ipsen Licensed Technologysuch action shall be retained by COMPANY. If LICENSOR has joined in such action: then any other recovery or settlement received, Joint Inventions including compensatory damages or Joint Patent Rightsdamages based on a loss of revenues which exceed the out-of-pocket costs and expenses incurred by COMPANY and LICENSOR ( hereinafter “Net Recovery”), shall be allocated first deemed to [ ]* be the proceeds of Sales of Licensed Products in the fiscal quarter received by COMPANY and COMPANY shall pay to LICENSOR an amount representing the royalty which would have been paid by COMPANY in accordance with the provisions of Article 4 had such Net Recovery been accrued by COMPANY as Sales. If COMPANY does not institute an action against an infringer within ninety (90) days of receipt of notice of infringement, LICENSOR may, upon thirty (30) days written notice to COMPANY, institute such action, in which case COMPANY shall reasonably cooperate with LICENSOR in such effort including being joined as a party to such action if necessary. LICENSOR shall be entitled to retain all damages or costs awarded in such action. Should either LICENSOR or COMPANY be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, the abandoning party shall give timely notice to the other party who may, if it so desires, continue prosecution of such suit, provided that the sharing of expenses and any remaining amounts recovery in such suit shall be allocated as follows: [ ]*agreed upon between LICENSOR and COMPANY.

Infringement. Each Party 12.1. If either party discovers any actual or suspected infringing or interfering use of any of the Licensed Rights by any third party, it shall give prompt written notice to promptly notify the other of any suspected party in writing. Licensor may take such steps to stop such infringement or actual Infringement by a third party of all or any portion of interference as Licensor may deem necessary, in its sole discretion, to protect the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the TerritoryRights. Licensee shall reasonably cooperate with Licensor at no charge to Licensee to stop such infringement or interference. Licensor shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with full control over any such suspected or actual Infringement of all or action, including, without limitation, the right to select counsel, to settle on any portion of the Ipsen Licensed Technologyterms it deems advisable in its sole discretion, Joint Inventions or Joint Patent Rightsto appeal any adverse decision rendered in any court, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of discontinue any action or proceedings relating taken by it and otherwise to the validity or suspected or actual Infringement of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or make any portion thereof, shall be decided by Licensee decision in consultation with Ipsen. The commencement, strategies, termination, and settlement of any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing respect thereto as it deems advisable in this Agreementits sole discretion; provided, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen Licensor shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action grant rights to third parties that diminish the rights granted to Licensee under this Agreement without the prior written consent of Licensee. If Licensor fails to resolve such actual or suspected infringement or interference or initiate a lawsuit or reasonable measures to cease such actual or suspected infringement within ten (10) days of receiving written notice of such actual or suspected infringement or interference from Licensee or delivering written notice of such actual or suspected infringement or interference to Licensee, which consent as applicable, Licensee shall have the right, but not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement obligation, to initiate an action or proceeding under this Section 10.6, the take other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense of such Party that requested such cooperation. The Party not bringing an enforcement action or proceeding under this Section 10.6 measures with respect to the validity such actual or suspected infringement or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of interference on its own choice behalf, including to control any such action, to settle any such action, to appeal any adverse decision, to make any decision with respect thereto and at to collect any damages or the benefit therefrom; PROVIDED THAT Licensee shall (a) provide to Licensor, upon request, information concerning any such action, (b) consult with Licensor, upon request, regarding such action and consider in good faith Licensor's recommendations with respect thereto, and (c) not settle any such action in a manner that will materially impair the rights of Licensor or its own expenseother licensees or their sublicensees. Any damages, costs or other amounts recovered in connection with In no event shall Licensee be required to take any action or proceeding initiated and pursued if Licensee deems it inadvisable to so do. Licensor shall, if requested by Licensee, reasonably cooperate with Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with concerning the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*foregoing described matters.

Infringement. Each Party (a) Vendor agrees that it shall defend, indemnify and hold harmless, at its own expense, all suits and claims against Owner, Affiliates and Related Operators, and the respective officers, directors, employees and affiliates of each of the foregoing (collectively, the "Owner Indemnified Parties"), for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Products or any component thereof. Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any suit or claim to which Vendor agrees, may be assessed against, or incurred by, any of the Owner Indemnified Parties on account of such infringement or violation, provided that the Owner Indemnified Parties involved shall cooperate in all reasonable respects with Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against Vendor, the party claiming such indemnification shall give prompt written Nortel Networks Inc. and Cricket Communications, Inc. Proprietary and Confidential Information notice (a "Claim Notice") to Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Contract, provided, however, no delay on the part of the Owner Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at Vendor's cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Owner Indemnified Parties involved (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Owner Indemnified Parties in which event such written consent of the Owner Indemnified Parties shall not be required. If Vendor fails to assume the defense of such Claim within fifteen (15) calendar days after receipt of the Claim Notice, the Owner Indemnified Parties against which such Claim has been asserted will (upon delivering notice to such effect to Vendor) have the right to undertake, at Vendor's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of Vendor. In the event an Owner Indemnified Party assumes the defense of the Claim due to the other Vendor's failure to assume the defense of such claim within fifteen (15) calendar days, such Owner Indemnified Party will keep Vendor reasonably informed of the progress of any suspected such defense, compromise or actual Infringement by a third party of all or settlement. Vendor shall be liable for any portion of the Ipsen Licensed Technology, Licensee Technology, Joint Inventions or Joint Patent Rights that comes to the attention of that Party during the Royalty Term with respect to any and all countries in the Territory. Licensee shall have the first right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, and Licensee shall have the sole right but not the obligation to initiate and pursue proceedings against such third party in connection with any such suspected or actual Infringement of all or any portion of Licensee Technology. The commencement, strategies, termination, and settlement of any action or proceedings relating effected pursuant to the validity or suspected or actual Infringement and in accordance with this Contract and for any final judgment (subject to any right of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, or any portion thereof, shall be decided by Licensee in consultation with Ipsen. The commencement, strategies, terminationappeal), and settlement of Vendor agrees to indemnify and hold harmless the Owner Indemnified Parties from and against any action or proceedings relating to the validity or suspected or actual Infringement of Licensee Technology, or any portion thereof, shall be decided solely Losses by Licensee without any requirement that Licensee consult with Ipsen. Any proceedings initiated and pursued by Licensee pursuant to this Section 10.6 shall be at the expense of Licensee. Nothing in this Agreement, however, shall be deemed to require Licensee to enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions, Joint Patent Rights or Licensee Technology against others; provided, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. however, that if Licensee does not enforce all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, Ipsen may do so at its expense and, if necessary under the relevant law of the concerned jurisdiction, in the name of Licensee as a plaintiff, unless Licensee reasonably believes that pursuit by Ipsen of any such enforcement action jeopardizes all or any portion of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, including the validity thereof, and sends written notice to Ipsen stating that Ipsen should not pursue any such enforcement action for this reason, in which case Ipsen shall not pursue any such enforcement action. Ipsen may not settle any proceedings or other enforcement action without the prior written consent of Licensee, which consent shall not be unreasonably withheld or delayed. At the request of the Party bringing such enforcement action or proceeding under this Section 10.6, the other Party shall cooperate reasonably with such Party, including without limitation by having such other Party agree to be named as a party if necessary to such enforcement action or proceeding, and any such reasonable cooperation by such other Party shall be at the sole cost and expense reason of such Party that requested such cooperation. The Party not bringing an enforcement action settlement or proceeding under this Section 10.6 with respect to the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Any damages, costs or other amounts recovered in connection with any action or proceeding initiated and pursued by Licensee or Ipsen pursuant to this Section 10.6, including, without limitation, any settlement thereof, in connection with the validity or suspected or actual Infringement of Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights, shall be allocated first to [ ]* and any remaining amounts shall be allocated as follows: [ ]*judgment.