Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. Each Lender agrees that: (a) Each Party shall promptly give Upon the other Party written notice (eachoccurrence of a Senior Lender Default, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party each of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come Agent and, if and to such Party’s the extent permitted by the Term Loans B Intercreditor Agreement, the Term Loans B Agent may, at its option, take any action to accelerate payment of its applicable Senior Lender Claim and to foreclose, realize upon or exercise any legal remedy to enforce any of its Affiliates’ attentionrights or remedies with respect to the Loan Parties and the Limited Partners, as well as including, but not limited to, the identity Collateral, without the consent of the Junior Lenders; provided, however, the Agent and the Term Loans B Agent shall use its reasonable efforts to provide notice to the Junior Lenders of any such action taken by the Agent or the Term Loans B Agent, respectively, but the failure to do so shall not affect the validity of such Third Party and notice, or create a cause of action against the party failing to give such notice, or create any evidence claim or right on behalf of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to providethird party. (b) Pfenex The Junior Lenders shall have not take any Enforcement Action; provided, however, (i) the first right, but not Junior Lenders may take equitable actions (which in no instance shall include claiming any monetary damages or accelerating the obligation, at Pfenex’s sole cost date upon which the Junior Lenders are entitled to put the Warrant or Warrant Securities under the Junior Lender Loan Agreement or otherwise accelerate any of the obligations under the Junior Lender Loan Documents) for specific performance with respect to an event of default under the Junior Lender Loan Documents so long as prior written notice is provided by the Junior Lenders to the Agent and expense, the Term Loans B Agent of the Junior Lenders’ intention to take any such equitable action and (ii) the Junior Lenders may take an Enforcement Action under any Put Note (if any such Put Note is outstanding) with respect to an event of default under such Put Note upon the earliest to occur of the following dates: (A) the Senior Lender Claim shall have been fully, finally and indefeasibly paid in response cash and all financing arrangements and commitments in connection therewith between the Loan Parties and the Agent and the Banks have been terminated, (B) payment of the entirety of the Senior Lender Claim has been accelerated, (C) the date that is three hundred sixty (360) days after written notice is provided by the Junior Lenders to the Agent and the Term Loans B Agent of the occurrence of such Infringing Activity and/or to enter into event of default under the Junior Lender Loan Documents, provided that such event of default shall have continued uncured and unwaived for such period by the Junior Lenders, or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)D) an Insolvency Proceeding shall have commenced; provided, however, that Pfenex nothing in this Section shall provide prompt written notice permit the Junior Lenders to receive or collect any payment on, or the exercise of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested other right or remedy with respect to to, the omitted portions. Enforcement Action to be brought Junior Lender Claim in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to violation of any judgment with respect to any Enforcement Action without the prior written consent other provision of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settleincluding, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheldlimitation, delayed or conditioned)Sections 2.02 and 2.14 hereof. (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject Notwithstanding anything herein to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to contrary, no provision herein shall prevent the Junior Lenders from taking any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and action to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without prevent the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, running of any facility owned, operated applicable statute of limitation or controlled by similar restriction on claims or from declaring an event of default or imposing any default rate of interest provided for under the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expensesJunior Lender Loan Documents. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex NRx Technology, NDA Technology (excluding Joint Patents) or any Patents claiming Product Inventions in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex Alvogen shall have the first right, but not the obligation, at Pfenex’s its sole cost and expense, subject to Section 6.5(e), to take any action in response to such Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Field in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of any litigation or other enforcement action (collectively, “such Enforcement Actions”)Action; provided, provided that Pfenex Alvogen shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)NRx, permit Hospira NRx (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira NRx in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex Alvogen does not have standing, Hospira NRx shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information Enforcement Action to be brought in this document has been omitted its name and, subject to the provisions of the Glytech License Agreement and the Xxxxxx License Agreement, as applicable, in the name of Glytech and/or Xxxxxx, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent NRx, Glytech and/or Xxxxxx, each as applicable). Alvogen may not enter into any settlement or consent to any judgment with respect to any Enforcement Action without the prior written consent of NRx, such consent not to be unreasonably withheld, conditioned or delayed. Alvogen shall provide NRx with drafts of all material papers to be filed separately with the Securities court and Exchange Commissionshall consider in good faith all reasonable comments thereto timely provided by NRx before filing such papers. Confidential treatment NRx shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, NRx shall have the right, but not the obligation, at NRx’s sole cost and expense, to bring the Enforcement Action and, if NRx has been requested not commenced negotiations with the infringer for the discontinuance of said Infringing Activity within ninety (90) days after becoming aware of such infringement, subject to the provisions of the Xxxxxx License Agreement, if such Enforcement Action is with respect to the omitted portionsXxxxxx Technology, Xxxxxx shall have the right, but not the obligation, at NRx’s sole cost and expense, to bring the Enforcement Action; provided that NRx shall provide prompt written notice of any such Enforcement Action to Alvogen, permit Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Enforcement Action and give reasonable consideration to any comments made by Xxxxxxx in relation to such Enforcement Action. In such case and if required by Applicable Law and to the extent NRx does not have standing, Alvogen shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at PfenexAlvogen’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira NRx may not enter into any settlement or consent to any judgment with respect to to, any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). NRx shall provide Xxxxxxx with drafts of all material papers to be filed with the court and shall consider in good faith all reasonable comments thereto timely provided by Xxxxxxx before filing such papers. Alvogen shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. (d) In any Enforcement Action instituted by either Pfenex NRx or Hospira Alvogen to enforce the Pfenex NRx Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyNRx Technology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex NRx Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of If any actual or suspected infringements, misappropriations Enforcement Action or other violations by Action is brought as a Third Party consequence of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee a Paragraph IV filing, Alvogen shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs management of such Enforcement Action as incurredor other Action and associated expenses, costs and attorneys’ fees will be shared in accordance with each Party’s Pro-Rata Portion; accordinglyprovided, the other Party however, that NRx shall notify the Enforcing Party as what, if any, portion not be required to pay its share of such fees, costs it intends and expenses to fund and it shall be responsible for such portion unless the other Party provides sixty Alvogen until NRx has received an aggregate amount of [*] Dollars (60$[*]) days’ prior written notice under this Agreement, subject to the Enforcing Party indicating that it does not intend Xxxxxxx’s right to bear any further set-off against NRx’s share of such costsfees, costs and expenses pursuant to ‎Section 4.11. For clarity, NRx shall reimburse 100% of its share of such fees, costs and expenses even though its obligation to make such payment is delayed until it has received an aggregate amount of [*] Dollars ($[*]) under this Agreement.

Enforcement Actions. (a) Each Party shall promptly give The parties hereto agree that: a. The Revolving Credit Lender may, at its option, but subject to the other Party written provisions of this Section 4, during any Enforcement Period relating to the Revolving Credit Claims, take any Enforcement Action it deems appropriate with respect to the Revolving Credit Collateral, without any requirement that it obtain the prior consent of the Collateral Agent or any Purchaser. Nothing herein excuses the Revolving Credit Lender from giving to the Collateral Agent any notice (eachrequired to be given by the Revolving Credit Lender to the Collateral Agent under the UCC. b. The Collateral Agent may, an “IP Assertion Notice”) at its option, but subject to the provisions of this Section 4, during any Enforcement Period relating to the Note Claims, take any Enforcement Action it deems appropriate with respect to the Note Collateral, without any requirement that it obtain the prior consent of the Revolving Credit Lender; provided, however, that, prior to the taking of any actual such Enforcement Action by the Collateral Agent (other than an Enforcement Action that would not interfere with the Revolving Credit Lender's 45-day use right and license provided for below, such as, without limitation, the publication or suspected infringementsgiving of a notice), misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of Revolving Credit Lender, at its Affiliates’ attentionoption, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first rightright and license (which right and license is granted by the Debtor and Oneita-Kinston, but and acknowlexxxx and consented to by the Collateral Agent and the Purchasers, who agree that the Collateral Agent's security interest in the property affected by such right and license is subject to the rights of the Revolving Credit Lender with respect to such right and license) to use all or part of the equipment, fixtures, real property, trademarks, and/or tradenames included in the Note Collateral for a reasonable period of time not to exceed 45 days after receipt of notice from the obligation, at Pfenex’s sole cost and expenseCollateral Agent of the Collateral Agent's intention to take Enforcement Action with respect thereto, to take complete the production of such portion of the inventory as constitutes "Piece Goods" or "Work-In-Process" (as such terms are defined in the Revolving Credit Agreement) at the time of the receipt of such notice, with payment for the reasonable usage value therefor to be made by the Revolving Credit Lender to the Collateral Agent, for the ratable benefit of the Purchasers, for the use of such property and property rights and for the corresponding standstill and postponement for such period of time of certain Enforcement Actions in respect of such items by the Collateral Agent and the Purchasers as provided for above. Nothing herein excuses the Collateral Agent from giving to the Revolving Credit Lender any action notice required to be given by the Collateral Agent to the Revolving Credit Lender under the UCC. c. Notwithstanding anything to the contrary herein contained, the Agent and the Purchasers hereby agree and acknowledge that the Revolving Credit Lender shall have a first priority security interest in response and Lien on the Revolving Credit Collateral and the Collateral Agent's or the Purchasers' security interest in and Lien on the Revolving Credit Collateral shall be junior and subordinate to such Infringing Activity and/or the security interest in and Lien on the Revolving Credit Collateral of the Revolving Credit Lender, and the Agent and the Purchasers hereby agree and acknowledge that they shall hold back, standstill and otherwise refrain from taking any Enforcement Action (including notification to enter into any account debtors of the Lien of the Collateral Agent or permit the settlement any Purchaser on any account, instruction to pay any amount in respect of any litigation such account to the Agent or any Person other enforcement than the Revolving Credit Lender, or action to collect any account) to which the Collateral Agent or any Purchaser is entitled as a secured party under the UCC or otherwise under applicable law in respect of the Collateral constituting the Revolving Credit Collateral, or which the Collateral Agent or any Purchaser is entitled to take in respect of its interest in the Revolving Credit Collateral upon the occurrence and continuation of an Event of Default under any Note Financing Document until such time as the Revolving Credit Claims have been paid in full; provided that nothing herein shall prevent the Collateral Agent from taking any actions (collectivelyother than notification or instruction of, “or collection from, account debtors with respect to accounts) necessary or desirable to perfect, maintain, preserve and protect its or the Purchasers' security interest in any Revolving Credit Collateral so long as the same does not prevent or interfere with the ability of the Revolving Credit Lender from realizing the benefit of its prior and superior security interest in the Collateral constituting the Revolving Credit Collateral. The Revolving Credit Lender shall use its best efforts to notify the Agent pursuant to Section 19 hereof in writing when the Revolving Credit Claims shall have been paid in full and the Revolving Credit Lender has no further commitment to extend credit with respect thereto (provided that the Revolving Credit Lender shall have no liability for any failure to give such notice unless such failure was intentional or in bad faith), and, during any Enforcement Actions”); providedPeriod, shall promptly remit to the Collateral Agent, for the ratable benefit of the Purchasers, any surplus proceeds of the Revolving Credit Collateral held or received by the Revolving Credit Lender after the Revolving Credit Claims have been paid in full and the Revolving Credit Lender has no further commitment to extend credit under the Revolving Credit Financing Documents. d. Notwithstanding anything to the contrary herein contained, the Revolving Credit Lender hereby agrees and acknowledges that Pfenex the Collateral Agent shall provide prompt written notice have a first priority security interest in and Lien on the Note Collateral and the Revolving Credit Lender's security interest in and Lien on the Note Collateral shall be junior and subordinate to the security interest in and Lien on the Note Collateral of the Collateral Agent, and the Revolving Credit Lender hereby agrees and acknowledges that it shall hold back, standstill and otherwise refrain from taking any Enforcement Action to Hospira arising which the Revolving Credit Lender is entitled as a secured party under the UCC or otherwise under applicable law in respect of the Collateral constituting the Note Collateral, or which the Revolving Credit Lender is entitled to take in respect of its interest in the Note Collateral upon the occurrence and continuation of an Event of Default under any Revolving Credit Financing Document until such time as the Note Claims have been paid in full; provided that nothing herein shall prevent the Revolving Credit Lender from taking any actions necessary or desirable to perfect, maintain, preserve and protect its security interest in any Note Collateral so long as the developmentsame does not prevent or interfere with the ability of the Collateral Agent from realizing the benefit of its prior and superior security interest in the Collateral constituting the Note Collateral, manufactureor from exercising its right to use Note Collateral to the extent permitted by, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) terms of, Section 4b hereof. The Collateral Agent shall use its best efforts to review notify the Revolving Credit Lender pursuant to Section 19 hereof in writing when the Note Claims shall have been paid in full (provided that the Collateral Agent shall have no liability for any failure to give such notice unless such failure was intentional or in bad faith), and, during any Enforcement Period, the Agent and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and each Purchaser, as applicable, shall promptly remit to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to Revolving Credit Lender any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date surplus proceeds of the IP Assertion Notice Note Collateral held or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) received by it after the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely Note Claims have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex been paid in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned)full. (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Alvogen shall have the first right, but not the obligation, at its sole cost and expense, to take any action in response to Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of such Enforcement Action; provided that Alvogen shall provide prompt written notice of any Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement) to review and comment on such Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Enforcement Action. If required by Applicable Law and to the extent Alvogen does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent Pfenex). Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Pfenex, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Alvogen shall not have the right to initiate an Enforcement Action if Pfenex has provided notice to Alvogen specifying that, in Pfenex’s reasonable opinion (based on advice of patent counsel), (i) the initiation of such Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates or the Pfenex Technology. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit bring the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)Action; provided, provided that Pfenex shall provide prompt written notice of any such Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Alvogen, permit Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Enforcement Action and give reasonable consideration to any comments made by Alvogen in relation to such Enforcement Action. In such case and if required by Applicable Law and to the extent Pfenex does not have standing, Alvogen shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at PfenexAlvogen’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Alvogen shall have the first right, but not the obligation, at its sole cost and expense, to take any action in response to Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of such Enforcement Action; provided that Alvogen shall provide prompt written notice of any Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement) to review and comment on such Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Enforcement Action. If required by Applicable Law and to the extent Alvogen does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent Pfenex). Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Pfenex, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Alvogen shall not have the right to initiate an Enforcement Action if Pfenex has provided notice to Alvogen stating that, Pfenex has been advised by reputable US or UK patent counsel), (i) the initiation of such Enforcement Action would on balance of probabilities invalidate or materially narrow the claims of any Pfenex Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates ability to enforce its Intellectual Property, Trademarks or the Pfenex Technology; and if possible will share such advice under a Common Interest Agreement. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit bring the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)Action; provided, provided that Pfenex shall provide prompt written notice of any such Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)Alvogen, permit Hospira Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira Alvogen in relation to such Competing Product Enforcement Action. If In such case and if required by Applicable Law and to the extent Pfenex does not have standing, Hospira Alvogen shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Alvogen shall have the first right, but not the obligation, at its sole cost and expense, to take any action in response to Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of such Enforcement Action; provided that Alvogen shall provide prompt written notice of any Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement) to review and comment on such Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Enforcement Action. If required by Applicable Law and to the extent Alvogen does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent Pfenex). Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Pfenex, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Alvogen shall not have the right to initiate an Enforcement Action if Pfenex has provided notice to Alvogen specifying that, in Pfenex’s reasonable opinion (based on advice of patent counsel), (i) the initiation of such Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates or the Pfenex Technology. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit bring the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)Action; provided, provided that Pfenex shall provide prompt written notice of any such Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)Alvogen, permit Hospira Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira Alvogen in relation to such Competing Product Enforcement Action. If In such case and if required by Applicable Law and to the extent Pfenex does not have standing, Hospira Alvogen shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise not enter into any settlement or consent to [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any judgment with respect to any such Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; providedAlvogen, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party As between the Parties, during the Term, GSK shall promptly give have the other Party written notice initial right, at its expense and in its own name (eachor in the name of Arrowhead as may be required under Applicable Law), an “IP Assertion Notice”) of to bring any actual or suspected infringements, misappropriations infringement suit or other violations enforcement Action involving (i) any alleged infringement by a Third Party of the Pfenex Technology (excluding A) any Specific Arrowhead Patent Rights, or (B) any Joint PatentsAgreement Patent Rights, or (ii) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such alleged misappropriation by a Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit the settlement of any litigation Arrowhead Know-How or other enforcement action Joint Agreement Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product in the Territory, (collectively, “Enforcement Actions”each ((i) or (ii); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each), a “Competing Product Enforcement ActionInfringement”), permit Hospira (subject to the Common Interest Agreement) to review and comment on in each case, by counsel of its own choice. Arrowhead will cooperate with GSK as GSK may reasonably request in connection with any such Competing Product Enforcement Action and give reasonable consideration to any comments made initiated under this Section 8.4.2(a), including by Hospira in relation becoming a party to such Competing Product Enforcement Actionaction at GSK’s cost; provided that GSK shall reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If required by Applicable Law and GSK declines to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, initiate such an enforcement Action against any unabated Product Infringement within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as ]Business Days of receiving a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior Infringement, including pursuant to Section 8.4.1, GSK shall notify Arrowhead, in which case, subject to discussion with GSK and consideration in good faith of any rationale provided by GSK as to why GSK elected not to take such action and GSK’s written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld), delayed Arrowhead shall thereafter have the right (but not the obligation) at Arrowhead’s expense and in its own name, to initiate such Action by counsel of its choice, and GSK shall cooperate with Arrowhead as Arrowhead may reasonably request, including by becoming a party to such action at Arrowhead’s cost, and Arrowhead shall reimburse GSK for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. (b) As between the Parties, during the Term, Arrowhead shall have the initial right, at its expense and in its own name, to bring any infringement suit or conditioned)other enforcement Action on account of any alleged infringement by a Third (c) A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 8.4.2 may be entered into without the consent of the other Party; provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party; provided, further, that any rights granted to a Third Party to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the Third Party’s product or activity that was the subject of the Action. (d) In Damages recovered and any Enforcement Action instituted other amounts awarded in any Actions brought by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other a Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including under this Section 8.4.2 shall be (i) providing the prosecuting Party with documents (whether in writtenfirst, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the allocated [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; providedthereafter, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs].

Enforcement Actions. (a) Each Party shall promptly give Sanofi 1st Right COVID-19 Patents. As between the other Party written notice (eachParties, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex Sanofi shall have the first right, but not the obligation, at Pfenex’s sole cost and expensein its own name (or in the name of Novavax, to take any action in response the extent required by Applicable Law), (i) to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of bring and control any Enforcement Action to Hospira arising from enforce any Sanofi 1st Right COVID-19 Patent against any Infringement in the developmentTerritory (a “COVID-19 Product Competitive Infringement”), manufactureand (ii) to defend against any Invalidity Action brought against any Sanofi 1st Right COVID- 19 Patent in the Territory in response to a COVID-19 Product Competitive Infringement, launchin each case ((i) – (ii)), marketingas it reasonably determines appropriate, commercialization and sale using counsel of a Competing Product its own choice (eachany such Enforcement Action or defense against an Invalidity Action, a “Competing Product COVID-19 Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product . If Sanofi does not institute a COVID-19 Enforcement Action and give reasonable consideration other than for a strategic business reason intended to benefit a Licensed COVID-19 Product (excluding where such reason is primarily for the purpose of benefitting any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does product that is not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an a Licensed COVID-19 Product) within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect after a Party delivers an Infringement Notice to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment other Party with respect to such Competing Product Enforcement Infringement or Invalidity Action without the prior written consent of Hospira (which consent shall not be unreasonably withheldor, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliatesif earlier, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested prior to any final deadline for instituting a COVID-19 Enforcement Action before relinquishing any legal or equitable rights, defenses, or remedies with respect thereto that would otherwise be available, and Sanofi in its reasonable business judgment does not believe that a COVID-19 Enforcement Action would be detrimental to a Sanofi 1st Right COVID-19 Patent or the omitted portions. requesting Party commercial success of the Licensed COVID-19 Products as a whole, then Sanofi will promptly notify Novavax, and Novavax may, upon written notice to Sanofi, which shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex delivered within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] after receiving Xxxxxx’s notice of the outnon-of-pocket costs of such enforcement, institute a COVID-19 Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion in its own name using counsel of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costsits choice.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or and to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, provided that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira NT Pharma arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product in the Territory (each, a “Competing Product Enforcement Action”), permit Hospira NT Pharma (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira NT Pharma in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira NT Pharma shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira NT Pharma, on fifteen (15) Business Days’ notice to HospiraNT Pharma; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira NT Pharma determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this AgreementNT Pharma in the Territory, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira NT Pharma (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Infringement Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira NT Pharma specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira NT Pharma shall have the right, but not the obligation, at HospiraNT Pharma’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, provided that Hospira NT Pharma shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined belowAgreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira NT Pharma does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an a Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at HospiraNT Pharma’s sole cost and expense. Hospira NT Pharma may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) In any Enforcement Action instituted by either Pfenex or NT Pharma to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action (the “Enforcing Party”), cooperate and provide reasonable assistance to the Enforcing Party, including (i) providing the Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex Technology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, and (iii) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the Enforcing Party reasonably requests. requesting To the extent that the cooperation or assistance requested results in costs being incurred by the Cooperating Party, then the Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costsexpenses.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex Alvogen shall have the first right, but not the obligation, at Pfenex’s its sole cost and expense, to take any action in response to such Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of any litigation or other enforcement action (collectively, “such Enforcement Actions”)Action; provided, provided that Pfenex Alvogen shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)Pfenex, permit Hospira Pfenex (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira Pfenex in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex Alvogen does not have standing, Hospira Pfenex shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at PfenexAlvogen’s sole cost and expenseexpense (other than any counsel selected separately to represent Pfenex). Pfenex Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice Pfenex, not to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). (c) If Pfenex does delayed. Notwithstanding the foregoing, Alvogen shall not institute a Competing Product have the right to initiate an Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and if Pfenex has not provided notice to Hospira Alvogen specifying that that, in Pfenex’s reasonable opinion (based on advice of patent counsel), (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, Affiliates or the Pfenex Technology. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Hospira Pfenex shall have the [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. right, but not the obligation, at HospiraPfenex’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, provided that Hospira Pfenex shall provide prompt written notice of any such Competing Product Enforcement Action to PfenexAlvogen, permit Pfenex Alvogen (subject to the Common Interest Agreement defined belowAgreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex Alvogen in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira Pfenex does not have standing, Pfenex Alvogen shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at HospiraAlvogen’s sole cost and expense. Hospira Pfenex may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.