No Admissions. You understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such admission.

NO ADMISSIONS. The parties understand and agree that while this Agreement resolves all issues between Meyer and the Company, it does not constitute an admission by the Company of any violation of federal, state or local law, ordinance, or regulation, or of any violation of the Company’s policies or procedures, or of any liability or wrongdoing whatsoever. Neither this Agreement nor anything in this Agreement shall be construed to be or shall be admissible in any proceeding as evidence of liability or wrongdoing by the Company.

No Admissions. Neither the execution of this Agreement by the Company, nor the terms hereof, constitute or should be construed to constitute any admission or evidence of any wrongdoing, liability or violation of any federal, state or local law or the common law on the part of the Company.

Non-Admissions. This Agreement does not constitute, is not intended to be, and shall not be construed, interpreted or treated in any respect, for any purpose whatsoever, as being an admission of liability or wrongdoing by [[Hub:Organization]].

Patent Enforcement of Platform Patents. With respect to an Infringing Product, if either # a claim of a Licensed Patent not listed in the Orange Book or # a claim of a Licensed Patent listed in the Orange Book after the Effective Date that is not a Product-Specific Licensed Patent Claim is infringed (as determined by either Party in good faith) by such Infringing Product or is subject to a declaratory judgment action arising from such Infringing Products (each, a “Platform Enforcement Action” and together with an Orange Book Enforcement Action, an “Enforcement Action”) in the Field in the Licensed Territory, the Parties shall discuss and determine in good faith, if applicable, whether (in the case of an infringement action) to bring such Platform Enforcement Action and, if applicable, which Party or if both Parties will have the right to bring such Platform Enforcement Action with respect to such Infringing Products and which Party or Parties will bear the cost of such action. For clarity, in the event that the Parties are unable to agree on any Platform Enforcement Action, in the case of an infringement action, then neither Party shall bring such action, and, in the case of a declaratory judgment action, then ​ shall have the right to defend such action at its expense. The Enforcing Party or Parties agree not to settle any Platform Enforcement Action or make any admissions or assert any position in such Platform Enforcement Action, in a manner that would materially adversely affect the validity, enforceability or scope of any Licensed Patent, ​, without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed.

Defense. If both Parties are charged with infringement pursuant to a claim described in [Section 11.7(a)], ​, unless they agree otherwise. If only one Party is charged with infringement, such Party will have the first right but not the obligation to defend such claim. If the charged Party does not commence actions to defend such claim ​. In any event, the non-defending Party shall reasonably cooperate with the Party conducting the defense of the claim and shall have the right to participate with separate counsel at its own expense, and the defending Party shall consider comments by the non-defending Party in good faith. The Party defending the claim shall bear the cost and expenses of the defense of any such Third Party infringement claim and shall have sole rights to any recovery. If the Parties jointly defend the claim, and ​; provided, however, that, notwithstanding the foregoing, ​. If either Party recovers monetary damages or costs from any Third Party while jointly defending the claim, such recovery shall be allocated ​, unless the Parties agree in writing to a different allocation. Neither Party shall enter into any settlement concerning activities under this Agreement or the Monotherapy or Combined Therapy that affects the other Party’s rights under this Agreement or imposes any obligations on the other Party, including any admissions of wrongdoing on behalf of the other Party, without such other Party’s prior written consent, not to be unreasonably withheld or delayed, except that a Party may settle any claim that solely relates to its Single Agent Compound (other than a Nektar Compound) without the consent of the other Party as long as such other Party’s rights under this Agreement are not adversely impacted (in which case, it will obtain such other Party’s prior written consent, not to be unreasonably withheld or delayed).

All discovery requests (including document production requests included in deposition notices) must be submitted in writing to the arbitrator and the other party. The party submitting the written discovery requests must include with such discovery requests a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph # above, the arbitrator will within three (3) calendar days make a finding as to the likely attorneys’ fees and costs associated with responding to the discovery requests and issue an order that # requires the requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and # requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period, the arbitrator will make a finding that # there are no attorneys’ fees or costs associated with responding to such discovery requests, and # the responding party must respond to such discovery requests (as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as set forth above.

Claimed Infringement. Each of the Parties shall promptly notify the other in the event a Party becomes aware that the Development, Manufacture, having Manufactured, use or Commercialization of any Compound and/or Product in or for the Territory pursuant to this Agreement infringes the intellectual property rights of any Third Party, and shall promptly provide the other Party with any notice it receives or has received from a Third Party related to such suspected infringement (“Infringement of Third Party Rights Claim”). The Party subject to an Infringement of Third Party Rights Claim shall promptly notify the other Party in writing and shall discuss with the other Party the strategy for defending such Infringement of Third Party Rights Claim, but, subject to [Sections 10.1, 10.2 and 10.3]3]3], shall have the right to direct and control the defense thereof in its sole discretion and at its own expense, with counsel of its choice; provided that, the other Party may participate in (but not direct or control) the defense and/or settlement thereof, at its own expense with counsel of its choice. In any event, the Party subject to such Infringement of Third Party Rights Claim agrees to keep the other Party hereto reasonably informed of all material developments in connection therewith. Both Parties agree not to settle such Infringement of Third Party Rights Claim, or make any admissions or assert any position in such Infringement of Third Party Rights Claim, in a manner that would materially adversely affect the allegedly infringing Compound and/or Product or the Development, Manufacture, having Manufactured, use or Commercialization of such Compound and/or Product in any country of the world, without the prior written consent of the other Party, which shall not be unreasonably withheld, delayed or conditioned. ​ of # any damage award and/or settlement amount arising from an Infringement of Third Party Rights Claim based on the practice by either Party of the vTv Intellectual Property with respect to the Compound and/or Product in or for the Territory, which is due to the Third Party by Newsoara, and # attorney fees paid by Newsoara relating to such Infringement of Third Party Rights Claim, will be credited against the royalties that are due from Newsoara to vTv hereunder, subject to the limitations in [Sections 6.5(d) and 6.5(e)])].

Interest. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the 30-Day London Interbank Offered Rate (LIBOR) as published in the Wall Street Journal (the “Index”). Notwithstanding anything herein to the contrary, in the event that # the LIBOR rate is permanently or indefinitely unavailable or unascertainable, or ceases to be published by the LIBOR administrator or its successor, # the LIBOR administrator or its successor invokes its insufficient admissions policy, # the LIBOR rate is determined to be no longer representative by the regulatory supervisor of the administrator of LIBOR, # the LIBOR rate can no longer be lawfully relied upon in contracts of this nature by one or both of the parties, or # the LIBOR rate does not accurately and fairly reflect the cost of making or maintaining the type of loans or advances under this Note and in any such case, such circumstances are unlikely to be temporary, then all references to the LIBOR rate herein will instead be to a replacement rate determined by Bank in its sole judgment, including any adjustment to the replacement rate to reflect a different credit spread, term, or other mathematical adjustment deemed necessary by Bank in its sole judgment, and in any such case, references herein to the “Index” shall refer to such replacement rate selected by Bank. Bank will provide reasonable notice to Borrower of such replacement rate, which will be effective on the date of the earliest event set forth in clause (i)-(v) of this paragraph. If there is any ambiguity as to the date of occurrence of any such event, Bank’s judgment will be dispositive. The Index is not necessarily the lowest rate charged by Bank on its loans. Bank will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than once each month on the first day of each month. Borrower understands that Bank may make loans based on other rates as well. Interest on the unpaid principal balance on this Note will be calculated as described in the “Interest Calculation Method” paragraph using a rate equal to the Index in effect from time to time plus the Margin (as hereinafter defined and as it is adjusted from time to time). NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

Acknowledgements and Admissions. Borrower hereby represents, warrants, acknowledges and admits that # it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, # it has made an independent decision to enter into this Agreement and the other Loan Documents to which it is a party, without reliance on any representation, warranty, covenant or undertaking by Administrative Agent or any Lender Party, whether written, oral or implicit, other than as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, # there are no representations, warranties, covenants, undertakings or agreements by any Lender Party as to the Loan Documents except as expressly set out in this Agreement or in another Loan Document delivered on or after the Closing Date, # no Lender Party has any fiduciary obligation toward Borrower with respect to any Loan Document or the transactions contemplated thereby, # the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, # no partnership or joint venture exists with respect to the Loan Documents between any Restricted Person and any Lender Party, # Administrative Agent is not Borrower’s Administrative Agent, but Administrative Agent for Lender Parties provided that, solely for purposes of [Section 10.5(c)] Administrative Agent shall act as agent of Borrower in maintaining the Register as set forth therein, # should an Event of Default or Default occur or exist, each Lender Party will determine in its sole discretion and for its own reasons what remedies and actions it will or will not exercise or take at that time, # without limiting any of the foregoing, Borrower is not relying upon any representation or covenant by any Lender Party, or any representative thereof, and no such representation or covenant has been made, that any Lender Party will, at the time of an Event of Default or Default, or at any other time, waive, negotiate, discuss, or take or refrain from taking any action permitted under the Loan Documents with respect to any such Event of Default or Default or any other provision of the Loan Documents, and # all Lender Parties have relied upon the truthfulness of the acknowledgements in this section in deciding to execute and deliver this Agreement and to become obligated hereunder.