Common use of Actual or Threatened Infringement Clause in Contracts

Actual or Threatened Infringement. (a) In the event either Party or any of such Party’s Affiliates becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”). (b) WCCI shall have the first right and option, but not the obligation, to prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, then, except with respect to WCCI Technology, Paratek shall have the right and option to take such action as Paratek will consider appropriate to prosecute or prevent such Infringement unless (i) the Infringement is a Tufts IP Infringement, in which case Tufts shall have the right and option to take such action as Tufts will consider appropriate to prosecute or prevent such Infringement or ii) the provisions of Section 9.2.1(c) below shall not permit Paratek to prosecute or prevent such Infringement. Any and all recoveries from any action for infringement shall be shared as follows: (1) if such Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([***]%) of any and all such recoveries, net of costs incurred by WCCI for prosecuting the action, and WCCI shall retain the remaining balance and such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Sales, subject to the payment of royalties to Paratek in accordance with this Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([***]%) of any and all such recoveries, net of costs incurred by

Actual or Threatened Infringement. (a) In the event either Party or any of such Party’s Affiliates becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”). (b) WCCI shall have the first right and option, but not the obligation, to prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, then, except with respect to WCCI Technology, Paratek shall have the right and option to take such action as Paratek will consider appropriate to prosecute or prevent such Infringement unless (i) the Infringement is a Tufts IP Infringement, in which case Tufts shall have the right and option to take such action as Tufts will consider appropriate to prosecute or prevent such Infringement or (ii) the provisions of Section 9.2.1(c) below shall not permit Paratek to prosecute or prevent such Infringement. Any and all recoveries from any action for infringement shall be shared as follows: (1) if such Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([***]%) of any and all such recoveries, net of costs incurred by WCCI for prosecuting the action, and WCCI shall retain the remaining balance and such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Sales, subject to the payment of royalties to Paratek in accordance with this Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([***]%) of any and all such recoveries, net of costs incurred byby Paratek for prosecuting the action, and the net balance remaining (net of costs incurred by Paratek for prosecuting the action) shall be retained by Paratek and [***] between Paratek and WCCI, respectively; (3) if such Infringement is a Tufts IP Infringement and Tufts is prosecuting such action for Infringement, Tufts shall be entitled to retain from such recoveries an amount equal to the costs incurred by Tufts in prosecuting such action plus [***] percent ([***]%) of the remaining balance, and the balance remaining after payment of all amounts due to Tufts shall be retained by WCCI and treated as Net Sales; (4) if such Infringement is not a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, such recoveries shall be allocated first, to reimburse WCCI and Paratek for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses) and then WCCI shall treat and all such recoveries as Net Sales for purposes of this Agreement, subject to the payment of royalties to Paratek in accordance with this Agreement; and (5) if such Infringement is not a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, such recoveries shall be allocated first, to reimburse WCCI and Paratek for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses) and the balance shall be [***] between Paratek and WCCI, respectively. If either of WCCI or Paratek determines that it is necessary for the other Party or any of its Affiliates to join any such suit, action or proceeding, the necessary Party shall, upon written notice from the prosecuting Party, execute (or cause to be executed) all papers and perform such other acts as may be reasonably required in the circumstances; provided, however, neither Party nor such Party’s Affiliates shall be required to transfer any right, title or interest in or to any property to any other Party or any Third Party to confer standing on a Party hereunder. (c) Notwithstanding anything in Section 9.2.1

Actual or Threatened Infringement. (a) In When information comes to the event either Party attention of Pfizer to the effect that any Icagen Patent Rights, Pfizer Patent Rights or any of such Party’s Affiliates becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) Patent Rights relating to a Paratek Candidate Compound in the Field, or (ii) a Lead Candidate or Product within has been or outside of the Field (collectivelyis threatened to be unlawfully infringed, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”). (b) WCCI Pfizer shall have the first right and option, but not the obligation, to prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, then, except with respect to WCCI Technology, Paratek shall have the right and option at its expense to take such action as Paratek will consider appropriate it may deem necessary to prosecute or prevent such Infringement unless (i) unlawful infringement, including the Infringement right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Icagen promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is a Tufts IP Infringementnecessary or desirable for Icagen to join any such suit, action or proceeding, Icagen shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Tufts Pfizer shall indemnify and hold Icagen free, clear and harmless from any and all damages and costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and option expenses, including attorney's fees, related to take such action as Tufts will consider appropriate to prosecute suit or prevent such Infringement or ii) the provisions of Section 9.2.1(c) below shall not permit Paratek to prosecute or prevent such Infringement. Any settlement, and all recoveries from any action for infringement shall be shared as follows: (1) if such Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, Tufts remainder shall be paid [***] percent ([***]%) of any to Icagen and all such recoveries, net of costs incurred by WCCI for prosecuting the action, and WCCI shall retain the remaining balance and such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Sales, subject to the payment of royalties to Paratek in accordance with this Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, Tufts shall be paid [***] percent ([**]%) to Pfizer. If Pfizer does not, within [**] days after giving notice to Icagen of the above-described information (or within [**] days after any paragraph IV certification under 21 C.F.R. Part 314 by a third party to the effect that any Icagen Patent Right, Pfizer Patent Right or Joint Patent Right is invalid, unenforceable or otherwise not infringed by a generic version of a Product), notify Icagen of Pfizer's intent to bring suit against any infringer, Icagen shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so. If Icagen determines that it is necessary or desirable for Pfizer to join any such suit, action or proceeding, Pfizer shall, at Icagen's expense, execute all papers and perform such other acts as may be reasonably required to permit Icagen to commence such action, suit or proceeding in which case Icagen shall indemnify and hold Pfizer free, clear and harmless from any and all damages and costs and expenses of litigation, including attorneys fees. If Icagen brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and any remainder shall be paid [**] percent ([**]%) to Pfizer and [**] percent ([**]%) to Icagen. Each party shall always have the right to be represented by counsel of its own selection and at its own expense in (but not to control) any suit instituted by the other for infringement under the terms of this Section 9.1. If a party having the right to bring a suit, action or proceeding under this Section 9.1 lacks standing and all the other party has standing to bring such recoveriessuit, net action or proceeding, then such other party shall do so at the request and expense of costs incurred bythe party having such right and subject to the foregoing indemnity and hold harmless provisions of this Section 9.1.

Actual or Threatened Infringement. (a) In Subject to Myco's obligations to licensors, if any, of Myco Patent Rights or Joint Patent Rights, when information comes to the event either Party attention of Pfizer to the effect that any Myco or any of such Party’s Affiliates becomes aware of any possible infringement Joint Patent Rights relating to a Licensed Product have been or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”). (b) WCCI shall have the first right and option, but not the obligation, are threatened to prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, then, except with respect to WCCI Technology, Paratek be unlawfully infringed Pfizer shall have the right and option at its expense to take such action as Paratek will consider appropriate it may deem necessary to prosecute or prevent such Infringement unless (i) unlawful infringement. Pfizer shall notify Myco promptly of the Infringement receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Myco to join any such suit, action or proceeding, Myco shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act in Myco's name. If Pfizer brings a Tufts IP Infringementsuit, in which case Tufts it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and option expenses, including attorney's fees, related to take such action as Tufts will consider appropriate to prosecute suit or prevent such Infringement or ii) the provisions of Section 9.2.1(c) below shall not permit Paratek to prosecute or prevent such Infringement. Any settlement, and all recoveries from any action for infringement shall be shared as follows: (1) if such Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, Tufts shall be paid [***************] percent of any funds that shall remain from said recovery shall be paid to Myco and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Myco of the above-described information, notify Myco of Pfizer's intent to bring suit against any infringer, Myco shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Myco shall hold Pfizer free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Myco. However, [***]%) of any and all such recoveries, net of costs incurred by WCCI for prosecuting the action, and WCCI shall retain the remaining balance and such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Sales, subject to the payment of royalties to Paratek in accordance with this Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, Tufts shall be paid [********************************* ***] percent ([***]%) of any such sum received by Myco, after deduction of all costs and all expenses related to such recoveriessuit or settlement, net including attorney's fees paid, shall be paid to Pfizer. Each party shall always have the right to be represented by counsel of costs incurred byits own

Actual or Threatened Infringement. (a) In Subject to Myco's obligations to licensors, if any, of Myco Patent Rights or Joint Patent Rights, when information comes to the event either Party attention of Pfizer to the effect that any Myco or any of such Party’s Affiliates becomes aware of any possible infringement Joint Patent Rights relating to a Licensed Product have been or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”). (b) WCCI shall have the first right and option, but not the obligation, are threatened to prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to prosecute, or otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, then, except with respect to WCCI Technology, Paratek be unlawfully infringed Pfizer shall have the right and option at its expense to take such action as Paratek will consider appropriate it may deem necessary to prosecute or prevent such Infringement unless (i) unlawful infringement. Pfizer shall notify Myco promptly of the Infringement receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Myco to join any such suit, action or proceeding, Myco shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act in Myco's name. If Pfizer brings a Tufts IP Infringementsuit, in which case Tufts it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and option expenses, including attorney's fees, related to take such action as Tufts will consider appropriate to prosecute suit or prevent such Infringement or ii) the provisions settlement, and [ ] of Section 9.2.1(c) below any funds that shall not permit Paratek to prosecute or prevent such Infringement. Any and all recoveries remain from any action for infringement shall be shared as follows: (1) if such Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for Infringement, Tufts said recovery shall be paid [***] percent to Myco and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty ([***]%120) days after giving notice to Myco of the above-described information, notify Myco of Pfizer's intent to bring suit against any infringer, Myco shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Myco shall hold Pfizer free, clear and harmless from any and all costs and expenses of such recoverieslitigation, net of costs incurred by WCCI for prosecuting the actionincluding attorney's fees, and WCCI any sums recovered in any such suit or in its settlement shall retain the remaining balance belong to Myco. However, [ ] of any such sum received by Myco, after deduction of all costs and expenses related to such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Salessuit or settlement, subject to the payment of royalties to Paratek in accordance with this Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringementincluding attorney's fees paid, Tufts shall be paid [***] percent ([***]%) to Pfizer. Each party shall always have the right to be represented by counsel of any and all such recoveries, net of costs incurred byits own