1.5.

“Recovery” means the gross amount of all value received by PDS and PTSC and TPL from enforcing the Project Patents, or under any license or settlement agreement under the Project Patents, whether in satisfaction of any settlement, release of any claim, any judgment, any transfer of rights relating to the Project Patents, and/or any theory of recovery or award as alleged or to be alleged in the court action, including any award of damages, increased or treble damages, costs, attorneys’ fees, and interest, whether by compromise or judgment after suit is filed, or transfer of ownership in the Project Patents or transfer of ownership of PDS.

1.5.1.

Recovery excludes: (i) consideration not actually received by PDS, such as mere tax credits unless and until such credits are used; and (ii) intangible consideration, such as goodwill in the licensing program or trademarks associated with the IP, and (iii) consideration related to separate transactions that do not involve the IP.

1.5.2.

Recovery also includes non-monetary, tangible consideration such as patents or shares of corporate interest. In the event of such Recovery, PDS and Alliacense shall in good faith negotiate, on a case-by-case basis, the appropriate basis for and amount of the Recovery, such as the monetary equivalent or the like and to assign a monetary present value to such non-monetary terms at the time of settlement p.3