Common use of Cooperation; Damages Clause in Contracts

Cooperation; Damages. (a) If one Party brings any suit, action or proceeding under Section 6.4.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s cost; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (b) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments). (d) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such action.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.28.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt shall notNeither Party shall, without the prior written consent of Lightlake the other Party (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 8.4.2 involving a Lightlake Patent controlled by the other Party, that admits the invalidity or unenforceability of such Lightlake any Patent controlled by the other Party, or requires Lightlake the other Party to pay any sum of money, or otherwise adversely affects the rights of Lightlake the other Party with respect to such Lightlake Patents Patents, the Product or Lightlake’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 8.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated (A) as follows: Net Sales of the Product or Lilly Product, as applicable, if the Party having the first right to bring the action brings such action under Section 8.4.2(b)(i), or (iB) solely to the extent that other Party if such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for Party brings such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to action under Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such action8.4.2(b)(ii).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under this Section 6.4.212.4.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will shall be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will shall provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Neither Party shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, settle or otherwise compromise any such suit, action or proceeding in a way that adversely affects the other Party’s intellectual property rights of Lightlake or its rights or interests with respect to the Collaboration Product without such Lightlake Patents or LightlakeParty’s rights hereunder (including the rights to receive payments)prior written consent. (div) Any settlements, damages or other monetary awards (a the “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 will 12.4.2 shall be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) with respect to a country in the Duramed Territory or the Shire Territory to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of ProductDuramed or Shire, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such actionrespectively.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses Out of Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Pfizer shall not, without the prior written consent of Lightlake Auxilium (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving a Lightlake an Auxilium Patent (including any Joint Collaboration Patent), that admits the invalidity or unenforceability of such Lightlake any Auxilium Patent (including any Joint Collaboration Patent), or requires Lightlake Auxilium to pay any sum of money, or otherwise adversely affects the rights of Lightlake Auxilium with respect to such Lightlake Patents Patents, the Product or LightlakeAuxilium’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, any remaining amount such Recovery will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 shared equally by Auxilium and Pfizer and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product outside the Field or outside the Territory shall be payable to Auxilium).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under this Section 6.4.211.5.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, Neither Party will settle or otherwise compromise any such suit, action or proceeding in a way that adversely affects the other Party’s intellectual property rights of Lightlake or its rights or interests with respect to the Collaboration Product without such Lightlake Patents or LightlakeParty’s rights hereunder (including the rights to receive payments)prior written consent. (div) Any settlements, damages or other monetary awards (a the “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 11.5.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with and any remaining amounts (if any) to be allocated as follows: (i) with respect to the extent that such Recovery is a payment for lost sales of Product, any remaining amount US Territory will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such action[*].

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under this Section 6.4.212.8, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, Neither Party will settle or otherwise compromise any such suit, action or proceeding in a way that adversely affects the other Party’s intellectual property rights of Lightlake or its rights or interests with respect to the Duramed Marks of Shire Marks without such Lightlake Patents or LightlakeParty’s rights hereunder (including the rights to receive payments)prior written consent. (div) Any settlements, damages or other monetary awards (a “Recovery”) Recovery recovered pursuant to a suit, action or proceeding brought pursuant to this Section 6.4.2 12.8 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) with respect to a country in the Duramed Territory or the Shire Territory to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of ProductDuramed or Shire, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such actionrespectively.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under this Section 6.4.210.5.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, Neither Party will settle or otherwise compromise any such suit, action or proceeding in a way that adversely affects the other Party’s intellectual property rights of Lightlake or its rights or interests with respect to the Collaboration Product without such Lightlake Patents or LightlakeParty’s rights hereunder (including the rights to receive payments)prior written consent. (div) Any settlements, damages or other monetary awards (a the “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 10.5.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) with respect to a country in the ROW Territory to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such actionshared [*].

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.28.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costcost (other than in connection with a suit, action or proceeding involving a Joint Patent where both Parties must initiate such suit, action or proceeding); provided, however, that neither Party will be required to transfer any [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any outOut-of-pocket costs and expenses Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt [**] shall not, without the prior written consent of Lightlake [**] (in its sole discretionwhich shall not be unreasonably withheld, conditioned or delayed), enter into any stipulation, compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 8.4.2 involving a Lightlake Patent [**] that admits the invalidity or unenforceability of such Lightlake Patent [**] or requires Lightlake [**] to pay any sum of money, or otherwise adversely affects the rights of Lightlake [**] with respect to such Lightlake Patents [**], or Lightlake’s [**] rights hereunder (including the rights to receive payments[**]). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 8.4.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts of any monetary Recovery (if any) to be allocated split as follows: (iA) to the extent that such Recovery if [**] is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such action, the remaining Recovery shall be treated as [**] and be [**] (and, for purposes of clarity, all remaining Recoveries related to [**] shall be [**]), and (B) if [**] is the Party taking such Action, the remainder shall be treated as [**] of [**] (applying Section 1.53, mutatis mutandis) and [**] shall pay to [**] a [**] mutatis mutandis (and, for purposes of clarity, all remaining Recoveries related to [**] shall be [**]). (v) Any settlements paid to a Third Party pursuant to a suit, action or proceeding brought pursuant to Section 8.4.2 shall not be subject to a claim for indemnification by the settling Party pursuant to Section 10.1 or 10.2, except for settlements paid to a Third Party pursuant to a suit, action or proceeding that are subject to Hengrui’s indemnification obligation pursuant to Section 10.1(vi).

Cooperation; Damages. (a) If one Party brings any suit, action or proceeding under Section 6.4.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s cost; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (b) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments). (d) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such action.. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses Out of Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments). (diii) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of ProductProduct in the Field in the Territory, any remaining amount such Recovery will be paid to Adapt but will be considered Ono and added to Net Sales for such Product during the Calendar Quarter quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 Recovery is received, and (ii) in all Recoveries related to Product outside of the event such Recovery relates Field or outside of the Territory shall be payable to the Product generallyOnyx, and (iii) all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to Product in the Field in the Territory.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses Out of Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Sobi shall not, without the prior written consent of Lightlake Auxilium (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving a Lightlake an Auxilium Patent (including any Joint Collaboration Patent), that admits the invalidity or unenforceability of such Lightlake any Auxilium Patent (including any Joint Collaboration Patent), or requires Lightlake Auxilium to pay any sum of money, or otherwise adversely affects the rights of Lightlake Auxilium with respect to such Lightlake Patents Patents, the Product or LightlakeAuxilium’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, the Parties will negotiate in good faith the distribution of Recovery, which negotiations either can initiate at any remaining amount will be paid time, including prior to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 any Recovery, and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product outside the Field or outside the Territory shall be payable to Auxilium).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under this Section 6.4.211.5.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, Neither Party will settle or otherwise compromise any such suit, action or proceeding in a way that adversely affects the other Party’s intellectual property rights of Lightlake or its rights or interests with respect to the Collaboration Product without such Lightlake Patents or LightlakeParty’s rights hereunder (including the rights to receive payments)prior written consent. (div) Any settlements, damages or other monetary awards (a the “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 11.5.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) any Recovery with respect to a country in the extent that such Recovery is a payment for lost sales of Product, any remaining amount ROW Territory will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 shared [*], and (ii) in the event such any Recovery relates with respect to the Product generally, all remaining amounts shall US Territory will be payable to the Party taking such action[*].

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt HanX shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to not settle any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving a Lightlake Patent that admits Onconova Patents without the prior written consent of Onconova in its sole discretion if such settlement requires admission of the invalidity or unenforceability of such Lightlake any Onconova Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments)any Onconova Patent. (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to shall be allocated as follows: (i) shared [**]to the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 enforcing Party and (ii) in the event such Recovery relates [**]to the Product generally, all remaining amounts shall be payable to the Party taking such actionnon-enforcing Party.

Cooperation; Damages. (a) If one Party brings any suit, action or proceeding under Section 6.4.211.6.2.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (b) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees reasonably available, subject to the other PartyParty who is pursuing the suit, action or proceeding’s reimbursement of any outOut-of-pocket costs and expenses Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt Shionogi shall not, without the prior written consent of Lightlake Xxxxx (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 11.6.2.2 involving a Lightlake Patent within the New Xxxxx IP, Joint Program Patents or any other Xxxxx Licensed Patents, that admits the invalidity or unenforceability of such Lightlake any Patent within the New Xxxxx IP, Joint Program Patent or any other Xxxxx Licensed Patent, or requires Lightlake Xxxxx to pay any sum of money, or otherwise adversely affects the rights of Lightlake Xxxxx with respect to such Lightlake Patents Patents, any Licensed Product or LightlakeAkili’s rights hereunder (including the rights to receive payments). (d) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 11.6.2.2 will be allocated first to the costs and expenses of the Party taking such actionaction and to reimburse Shionogi for costs and expenses of Shionogi incurred pursuant to Section 11.6.2.2 should Shionogi elect to be represented in any such action by counsel of its own choice, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Licensed Product during in the Calendar Quarter in which such amounts are received solely Shionogi Territory for the purposes of calculating royalties pursuant to Section 5.4 Field, (A) if Shionogi is the Party taking such action, then Shionogi shall pay [***]or (B) if Xxxxx is the Party taking such action, then any such Recovery shall be shared [***] by Xxxxx and Shionogi and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to any Licensed Product in the Shionogi Territory for the Field (and, for purposes of clarity, all remaining Recoveries related to any Licensed Product outside the Field or outside the Shionogi Territory shall be payable to Xxxxx).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.210.5(b), the other Party agrees to be joined as party plaintiff plaintiff, if necessary necessary, to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt The Party pursuing the suit, action or proceeding shall not, without the prior written consent of Lightlake the other Party (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent 10.5(b) that admits the invalidity or unenforceability of such Lightlake any Novavax Patent, Takeda Patent or Joint Patent, or requires Lightlake the other Party to pay any sum of money, or otherwise adversely affects the rights of Lightlake the other Party with respect to such Lightlake Patents or Lightlakethe Vaccine in the other Party’s rights hereunder (including the rights to receive payments)Territory. (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought by Takeda or its Affiliate pursuant to Section 6.4.2 10.5(b)(i) will be allocated first to the costs and expenses of the Party taking such action, and second, second to the costs and expenses (if any) of the other Party, with any remaining Recovery amounts (if any) payable to be allocated Takeda and being considered as follows: (i) Net Sales subject to Section 9.5. To the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid expenses incurred by Takeda pursuant to Adapt but will be considered this Section 10.5 was deducted from Net Sales for in calculating Operating Profit, the Parties shall in good faith reconcile 94065460_6 such Product during prior Operating Profit calculations in the Calendar Quarter in which such amounts are received solely next Operating Profit Report to account for the purposes of calculating royalties Recovery received. (v) Any Recovery amounts recovered pursuant to a suit, action or proceeding brought by Novavax or its Affiliate pursuant to Section 5.4 and (ii10.5(b)(iii) in the event such Recovery relates will be allocated first to the Product generallycosts and expenses of Novavax or its Affiliate, all and second to the costs and expenses (if any) of Takeda, with any remaining Recovery amounts shall be (if any) payable to the Party taking such actionNovavax.

Cooperation; Damages. (a) If one Party brings any suit, action or proceeding under Section 6.4.2, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s cost; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (b) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments).. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***” (d) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in the event such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such action.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.3.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at (including, in the first Party’s costcase of any suit, action or proceeding by Licensee involving the VBL Patents, by registering the rights granted by VBL to Licensee hereunder as an exclusive license with applicable Governmental Authority); provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any outOut-of-pocket costs and expenses Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED. (ciii) Adapt shall notNeither Party shall, without the prior written consent of Lightlake the other Party (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.3.2 involving a Lightlake any applicable Patent that admits the invalidity or unenforceability of such Lightlake Patent Patent, or requires Lightlake the other Party to pay any sum of money, or otherwise adversely affects the rights of Lightlake the other Party with respect to such Lightlake Patents Patents, the Product or Lightlakethe other Party’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.3.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, any remaining amount will be paid (a) if Licensee is the Party taking such action, then Licensee shall pay a Royalty Payment to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties VBL pursuant to Section 5.4 8.3 with respect to the imputed loss in Net Sales out of any such Recovery or (b) if VBL is the Party taking such action, then any such Recovery shall be shared equally by VBL and Licensee and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product outside the Field or outside the Territory shall be payable to VBL).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any outOut-of-pocket costs and expenses Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Licensee shall not, without the prior written consent of Lightlake Amarin (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving an Amarin Patent or a Lightlake Patent Joint Patent, that admits the invalidity or unenforceability of such Lightlake any Amarin Patent or any Joint Patent, or requires Lightlake Amarin to pay any sum of money, or otherwise adversely affects the rights of Lightlake Amarin with respect to such Lightlake Patents Patents, the Product or LightlakeAmarin’s rights hereunder (including the rights to receive payments). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, any remaining amount will be paid (a) if Licensee is the Party taking such action, then Licensee shall pay a Royalty Payment to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties Amarin pursuant to Section 5.4 8.3 with respect to the imputed loss in Net Sales out of any such Recovery or (b) if Amarin is the Party taking such action, then any such Recovery shall be shared equally by Amarin and Licensee and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product outside the Field or outside the Territory shall be payable to Amarin).

Cooperation; Damages. (a) If one Party brings any suit, action or proceeding under this Section 6.4.26.5, the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (b) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, Neither Party will settle or otherwise compromise any such suit, action or proceeding in a way that adversely affects the other Party’s intellectual property rights of Lightlake or its rights or interests with respect to the Product without such Lightlake Patents or LightlakeParty’s rights hereunder (including the rights to receive payments)prior written consent. (d) Any settlements, damages or other monetary awards (a the “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 Sections 6.5.2(a), (b) or (c) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: : (i) If Serono pursued the suit, action or proceeding: (1) Serono will pay Micromet, within [***] ([***]) days of receipt of the Recovery, [***] ([***]%) thereof with respect to a country that is not within the Co-Promotion Territory, and *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the extent omitted portions. (2) the Recovery with respect to a country that is within the Co-Promotion Territory will be deemed to be Net Profits, and Serono will pay to Micromet [***] ([***]%) of such Recovery is a payment for lost sales within [***] ([***]) days of Product, any remaining amount will be paid to Adapt but will be considered Net Sales for receipt of such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and Recovery. (ii) If Micromet pursued the suit, action or proceeding, the Recovery will be split between the Parties [***] in connection with such suit, action or proceeding, and Micromet will pay to Serono its share of the event Recovery within [***] ([***]) days of receipt of such Recovery relates to the Product generally, all remaining amounts shall be payable to the Party taking such actionRecovery.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses [*] incurred by the non-enforcing or defending Party in providing such assistance. (c) Adapt shall not, without the prior written consent of Lightlake (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 involving a Lightlake Patent that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments). (diii) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of ProductProduct in the Field in the Territory, any remaining amount such Recovery will be paid to Adapt but will be considered Ono and added to Net Sales for such Product during the Calendar Quarter quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 Recovery is received, and (ii) in all Recoveries related to Product outside of the event such Recovery relates Field or outside of the Territory shall be payable to the Product generallyOnyx, and (iii) all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to Product in the Field in the Territory.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses Out of Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Actelion shall not, without the prior written consent of Lightlake Auxilium (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving a Lightlake an Auxilium Patent (including any Joint Collaboration Patent), that admits the invalidity or unenforceability of such Lightlake any Auxilium Patent (including any Joint Collaboration Patent), or requires Lightlake Auxilium to pay any sum of money, or otherwise adversely affects the rights of Lightlake Auxilium with respect to such Lightlake Patents Patents, the Product or LightlakeAuxilium’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, any remaining amount such Recovery will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 shared equally by Auxilium and Actelion and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product outside the Field or outside the Territory shall be payable to Auxilium).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any outOut-of-pocket costs and expenses Pocket Costs incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Asahi shall not, without the prior written consent of Lightlake Auxilium (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving an Auxilium Patent, an Asahi Applied Patent or a Lightlake Patent Joint Collaboration Patent, that admits the invalidity or unenforceability of such Lightlake any Auxilium Patent, Asahi Applied Patent or Joint Collaboration Patent, or requires Lightlake Auxilium to pay any sum of money, or otherwise adversely affects the rights of Lightlake Auxilium with respect to such Lightlake Patents Patents, the Product or LightlakeAuxilium’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, any remaining amount will be paid (a) if Asahi is the Party taking such action, then Asahi shall pay a Royalty Payment to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties Auxilium pursuant to Section 5.4 8.3 with respect to the imputed loss in Net Sales out of any such Recovery or (b) if Auxilium is the Party taking such action, then any such Recovery shall be shared equally by Auxilium and Asahi and (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product outside the Field or outside the Territory shall be payable to Auxilium).

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunderhereunder without the first Party’s consent, not to be unreasonably withheld, conditioned or delayed. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Aimmune shall not, without the prior written consent of Lightlake Xencor (in its sole discretion[***]), enter into any compromise or settlement [***] relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving a Lightlake Patent [***]. Xencor shall not, without the prior written consent of Aimmune ([***]), enter into any [***] relating to any claim, suit or action that admits the invalidity or unenforceability of such Lightlake Patent or requires Lightlake to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments)it brought under Section 9.4.2 involving an [***]. (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that for a suit, action or proceeding controlled by Aimmune, Aimmune retains [***] percent ([***]%) and Xencor retains [***] percent ([***]%) of such Recovery is a payment for lost sales of ProductRecovery, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (ii) in for a suit, action or proceeding controlled by Xencor, be allocated between the event Parties such Recovery relates to that Xencor retains [***] percent ([***]%) and Aimmune retains [***] percent ([***]%) of such Recovery, provided that, notwithstanding the Product generallyforegoing clauses (i) or (ii), all remaining amounts shall be payable to the Party taking portion of any Recoveries from any such actionactions involving [***].

Cooperation; Damages. (ai) If one Party brings any suit, action action, or proceeding under Section 6.4.26.4.2 (Enforcement Actions) (the “Enforcing Party”), then the other Party agrees to be joined as party plaintiff or defendant (as appropriate to the relevant jurisdiction) if necessary to prosecute the suit, action action, or proceeding and to give the first Enforcing Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any rightrights, title title, or interest interests in or to any property to the other Party or any other party to confer standing on a Party and that the Enforcing Party shall indemnify the non-Enforcing Party against all Losses that arise out of the non-Enforcing Party being a party to the suit, action, or proceeding. (ii) The Enforcing Party will keep the non-Enforcing Party informed of the status of each suit, action, or proceeding hereunder and will provide to the non-Enforcing Party reasonably in advance of submission thereof, copies of all substantive filings to be made in connection with each suit, action, or proceeding hereunder. The non-Enforcing Party will have the right to review and comment on any such substantive draft filings and the Enforcing Party will consider in good faith any comments offered by the non-Enforcing Party concerning any such suit, action, or proceeding hereunder. (biii) The non-Enforcing Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Enforcing Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Enforcing Party’s reimbursement of any out-of-pocket costs and documented, reasonable external expenses incurred by the non-enforcing or defending Enforcing Party in providing such assistance. (civ) Adapt shall notBlack Belt, without if it is the prior written consent of Lightlake (in its sole discretion)Enforcing Party, enter into any compromise or settlement relating to will not settle any claim, suit suit, or action that it brought under Section 6.4.2 6.4 (Prosecution of Infringers) involving a Lightlake any Black Belt Patent that admits Rights without the invalidity or unenforceability prior written consent of such Lightlake Patent or requires Lightlake CASI, not to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments)be unreasonably withheld. (dv) Any settlements, damages damages, or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 (Enforcement of Black Belt Patent Rights and Joint Patent Rights) will be allocated first to the costs and expenses of the Party taking such action***, and second, to the costs and expenses (if any) of the other Party***, with any remaining amounts (if any) to be allocated as follows: (iA) to if CASI is the extent that such Recovery is a payment for lost sales of ProductEnforcing Party, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 ***, and (iiB) in if Black Belt is the event such Recovery relates to the Product generallyEnforcing Party, all remaining amounts shall be payable to the Party taking such action***.

Cooperation; Damages. (ai) If one Party brings any suit, action or proceeding under Section 6.4.29.4.2(b)(i) or (ii), the other Party agrees to be joined as party plaintiff if necessary to prosecute the suit, action or proceeding and to give the first Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. (bii) The Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Party’s reimbursement of any out-of-pocket costs and expenses incurred by the non-enforcing or defending Party in providing such assistance. (ciii) Adapt Kaken shall not, without the prior written consent of Lightlake Brickell (in its sole discretion), enter into any compromise or settlement relating to any claim, suit or action that it brought under Section 6.4.2 9.4.2 involving a Lightlake Patent [***], that admits the invalidity or unenforceability of such Lightlake Patent [***], or requires Lightlake Brickell to pay any sum of money, or otherwise adversely affects the rights of Lightlake Brickell with respect to such Lightlake Patents Patents, the Product or LightlakeBrickell’s rights hereunder (including the rights to receive payments). (div) Any settlements, damages or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 9.4.2(b)(i)(A) will be allocated first to the costs and expenses of the Party taking such action, and second, to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) to the extent that such Recovery is a payment for lost sales of Productthe Product in the Field in the Territory, any remaining amount will such Recovery shall be paid retained by Kaken [***] for purpose of this Agreement and subject to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and [***] (ii) in the event such Recovery relates to the Product generally, all remaining amounts Recoveries shall be payable to the Party taking such actionaction to the extent such remaining Recoveries relate solely to the Product in the Field in the Territory (and, for purposes of clarity, all remaining Recoveries related to the Product [***] or [***]shall be payable to Brickell).

Cooperation; Damages. (ai) If one Party brings any suit, action action, or proceeding under Section 6.4.27.4.2 (Enforcement Actions) (the “Enforcing Party”), then the other Party agrees to be joined as party plaintiff or defendant (as appropriate to the relevant jurisdiction) if necessary to prosecute the suit, action action, or proceeding and to give the first Enforcing Party reasonable authority to file and prosecute the suit, action or proceeding at the first Party’s costproceeding; provided, however, that neither Party will be required to transfer any rightrights, title title, or interest interests in or to any property to the other Party or any other party to confer standing on a Party and that the Enforcing Party shall indemnify the non-Enforcing Party against all Losses that arise out of the non-Enforcing Party being a party to the suit, action, or proceeding. (ii) The Enforcing Party will keep the non-Enforcing Party informed of the status of each suit, action, or proceeding hereunder and will provide to the non-Enforcing Party reasonably in advance of submission thereof, copies of all substantive filings to be made in connection with each suit, action, or proceeding hereunder. The non-Enforcing Party will have the right to review and comment on any such substantive ​ draft filings and the Enforcing Party will consider in good faith any comments offered by the non-Enforcing Party concerning any such suit, action, or proceeding hereunder. (biii) The non-Enforcing Party not pursuing the suit, action or proceeding hereunder will provide reasonable assistance to the other Enforcing Party, including by providing access to relevant documents and other evidence and making its employees available, subject to the other Enforcing Party’s reimbursement of any out-of-pocket costs and documented, reasonable external expenses incurred by the non-enforcing or defending Enforcing Party in providing such assistance. (civ) Adapt shall notTIANSHI, without if it is the prior written consent of Lightlake (in its sole discretion)Enforcing Party, enter into any compromise or settlement relating to will not settle any claim, suit suit, or action that it brought under Section 6.4.2 7.4 (Prosecution of Infringers) involving a Lightlake any CASI Patent that admits Rights without the invalidity or unenforceability prior written consent of such Lightlake Patent or requires Lightlake CASI, not to pay any sum of money, or otherwise adversely affects the rights of Lightlake with respect to such Lightlake Patents or Lightlake’s rights hereunder (including the rights to receive payments)be unreasonably withheld. (dv) Any settlements, damages damages, or other monetary awards (a “Recovery”) recovered pursuant to a suit, action or proceeding brought pursuant to Section 6.4.2 7.4.2 (Enforcement of CASI Patent Rights and Joint Patent Rights) will be allocated first to the costs and expenses of the Party taking such action, [***] and second, to the costs and expenses (if any) of the other Party[***] , with any remaining amounts (if any) (A) if TIANSHI is the Enforcing Party, [***] and subject to be allocated as follows: (i) to the extent that such Recovery is a TIANSHI’s royalty payment for lost sales of Productobligations under Section 6.4, any remaining amount will be paid to Adapt but will be considered Net Sales for such Product during the Calendar Quarter in which such amounts are received solely for the purposes of calculating royalties pursuant to Section 5.4 and (iiB) in if CASI is the event such Recovery relates to the Product generallyEnforcing Party, all remaining amounts shall be payable to the Party taking such action.[***]