Legacy Royalty Products. Legacy and its Affiliates shall use Commercially Reasonable Efforts to ensure that, to the extent reasonably possible and provided for under the Existing Ag Agreement and, if applicable, any Downstream Agreement, # all Legacy Licensees shall permanently and legibly mark all Legacy Royalty Products and related documentation manufactured for commercial sale by Ag Partner, its Affiliates, and any other Legacy Licensees in the United States with a patent notice as may be permitted or required under Title 35, United States Code, # without limitation of the foregoing and to the extent permitted by Applicable Laws, Ag Partner, its Affiliates, and any other Legacy Licensees mark Legacy Royalty Products (through a marking on containers, packaging or labels, or otherwise) made, sold, or otherwise disposed of by it or them with any notice of patent rights reasonably necessary, in any country where Legacy Royalty Products are sold, to # enable Primary Patents (to the extent relating to Legacy Royalty Products or their use or manufacture) and Ag Partner Patents or Legacy Patents Covering Legacy Royalty Products to be enforced to their full extent or # ensure the availability of all potential legal or equitable remedies with respect to any infringement of any such Primary Patents, Ag Partner Patents, or Legacy Patents, # Ag Partner and its Affiliates use Commercially Reasonable Efforts to ensure that DAS Licensees are subject to, and comply with, substantially similar obligations with respect to Legacy Royalty Products and related documentation manufactured for commercial sale by or on behalf of DAS Licensees.

Indemnification by Legacy. Subject to Section 11.3, Legacy hereby agrees to defend, indemnify and hold harmless Primary and its Affiliates and each of their directors, officers, employees, agents, contractors, and other representatives (“Primary Indemnitees”) from and against all suits, claims, proceedings or causes of action brought by any Third Party(ies) (“Claims”), and all associated damages, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”), to the extent arising out of # Legacy’s, its Affiliates’, Legacy Licensees’, or any Legacy Representative’s # negligence or willful misconduct in connection with this Agreement or the Existing Ag Agreement, # breach of this Agreement, # failure to comply with Applicable Laws in connection with this Agreement or the Existing Ag Agreement, or # development, commercialization, manufacture, use, import, export, sale, marketing, or distribution of any VDC, CDC, or Legacy Royalty Product or # any Third Party’s claim or allegation of infringement of its intellectual property rights by # Legacy’s exercise of its rights under [Section 4.2(b) or 4.2(c) or (r)] Legacy’s, its Affiliates’, Legacy Licensees’, or any Legacy Representative’s development, commercialization, manufacture, use, import, export, sale, marketing, or distribution of any VDC, CDC, or Legacy Royalty Product, except to the extent such Losses result from the circumstances described in clause (I) or (II) of the first (1st) sentence of Section 11.2. For purposes of this Section 11, a “Legacy Representative” means any officer, director, employee, contractor, agent, other representative, successor, or assign of Legacy or any Affiliate thereof.

The participation of Tier I Legacy Retirees (and their spouses who are covered on the date of the retirement of the Tier I Legacy Retiree) in the CBL group medical insurance plan would continue as follows:

Eligibility Prior to Normal Retirement Date. Provided that the 13-month service requirement of [Section 2.05] is satisfied, any Participant with at least 60 calendar months of Service:

Eligibility. An Employee of any Employer who # is an active participant in the Savings Plan during the Plan Year, # has Earnings in excess of the Code §401(a)(17) Limit for such Plan Year (“Excess Earnings”), and # is a member of the Employer's select group of management or highly compensated employees shall be eligible to participate in the Plan.

Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates; an individual that the Company or an Affiliate has engaged to become an officer or employee; a consultant who provides services to the Company or its Affiliates; or a Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.

Eligibility. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall each year determine the Executive Officers of the Company eligible to participate in the Plan (the “Participants”). For purposes hereof, “Executive Officers” shall mean the Chief Executive Officer and the Chief Operating Officer of the Company, each executive of the Company or an Affiliate who reports directly to the Chief Executive Officer or the Chief Operating Officer of the Company, and any other executive of the Company or an Affiliate as may be selected by the Committee or who is an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As used herein, “Affiliate” shall mean each corporation that is a member of the Company’s affiliated group, within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”) (without regard to Section 1504(b) of the Code) other than any subsidiary of the Company that is itself a publicly held corporation as such term is defined in Section 162(m) of the Code and the Treasury regulations issued thereunder and any subsidiaries of such publicly held corporation subsidiary.

Eligibility. Directors, Officers and all other key employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.

Eligibility. Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to full or part-time employees (including officers) of the Company or of an Affiliate, provided that the Affiliate is a Parent or Subsidiary.

Eligibility. The Committee shall designate the Participants, if any, for each Performance Period. An Eligible Officer who is designated as a Participant for a given Performance Period is not guaranteed of being selected as a Participant for any other Performance Period.