Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. For as long as Xxxxxxx has license rights to Commercialize Licensed Products, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation of any such Licensed Product in infringement of any such Patent Rights, or misappropriation of any Arrowhead Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Arrowhead will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x cost, provided that Xxxxxxx shall reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Arrowhead, who 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 Xxxxxxx 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 Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 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, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's actual expenses incurred in such Actions as provided hereunder, provided that in the event damage amounts are recovered by Xxxxxxx due to the Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with Section 8.4 as if such damage amounts were Net Sales, after reimbursement of costs incurred in such Action.

Enforcement Actions. For as long as Xxxxxxx has license rights During the License Term with respect to Commercialize Licensed Productsa Program, Xxxxxxx Licensee shall have the initial right, at its expense and in its own name (or in the name of Arrowhead Xxxxxxx as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action action (an “Action”) on account of any Third Party infringement of any Specific Arrowhead Xxxxxxx Program Patent, Licensee Program Patent, Development Program Patent Rights or any jointly owned Other Patent with respect to such Program based on any alleged making, using, selling, offering for sale, importing, importing or other Exploitation exploitation of any such product that is competitive with a Licensed Product with respect to such Program in the infringement of any such Patent Rights, or based on misappropriation of any Arrowhead Xxxxxxx Program Know-How, Licensee Program Know-How or Development Program Know-How with respect to such Program providing any Regulatory Exclusivity Rights for any such Licensed Product, Product (each a “Product Infringement”), by counsel of its own choice, and Arrowhead Xxxxxxx will cooperate with Xxxxxxx Licensee as Xxxxxxx Licensee may reasonably request in connection with any such Action, including by becoming a party to such action Action at Xxxxxxx'x Licensee’s cost, provided that Xxxxxxx Licensee shall reimburse Arrowhead Xxxxxxx for its Outout-of-Pocket Costs pocket costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx Licensee declines to initiate such an enforcement Action against any unabated Product Infringement Infringement, it shall so notify ArrowheadXxxxxxx, who shall thereafter have the right (but not the obligation) ), at Arrowhead's Xxxxxxx’x expense and in its own name, to initiate such Action on account of any Third Party infringement of any Xxxxxxx Program Patent, Xxxxxxx-Owned Development Program Patent or Joint Development Program Patent by counsel of its choice, and Xxxxxxx Licensee shall cooperate with Arrowhead Xxxxxxx as Arrowhead Xxxxxxx may reasonably request, including by becoming a party to such action at Arrowhead's Xxxxxxx’x cost, and Arrowhead Xxxxxxx shall reimburse Xxxxxxx Licensee for its Outout-of-Pocket Costs pocket costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 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 PartyParty and, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's ’s actual expenses incurred in such Actions as provided hereunder, provided that in the event Licensee shall pay to Xxxxxxx: (a) as to damage amounts are recovered by Xxxxxxx Licensee due to the a Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead an amount equal to the royalty that would be payable pursuant to this Agreement on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred; and (b) as to damage amounts recovered by Licensee due to a Product Infringement other than in the form of lost profits or reasonable royalties as determined in accordance with Section 8.4 as if assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on such damage amounts were treated as Net Sales, after reimbursement Sales of costs incurred the relevant Licensed Product(s) in the country(ies) where such ActionProduct Infringement occurred.

Enforcement Actions. For as long as Xxxxxxx has license rights to Commercialize Licensed ProductsDuring the Term, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead TRACON as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action action (an “Action”) on account of any Third Party infringement of any Specific Arrowhead Xxxxxxx Program Patent, TRACON Program Patent Rights or Development Program Patent based on any alleged making, using, selling, offering for sale, importing, importing or other Exploitation exploitation of any such product that is competitive with a Licensed Product in the infringement of any such Patent Rights, or based on misappropriation of any Arrowhead Xxxxxxx Program Know-How, TRACON Program Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, Product (each a “Product Infringement”), by counsel of its own choice, and Arrowhead TRACON will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action Action at Xxxxxxx'x Xxxxxxx’x cost, provided that Xxxxxxx shall reimburse Arrowhead TRACON for its Outout-of-Pocket Costs pocket costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement Infringement, it shall so notify ArrowheadTRACON, who shall thereafter have the right (but not the obligation) ), at Arrowhead's TRACON’s expense and in its own name, to initiate such Action on account of any Third Party infringement of any TRACON Program Patent, TRACON-Owned Development Program Patent or Joint Development Program Patent by counsel of its choice, and Xxxxxxx shall cooperate with Arrowhead TRACON as Arrowhead TRACON may reasonably request, including by becoming a party to such action at Arrowhead's TRACON’s cost, and Arrowhead TRACON shall reimburse Xxxxxxx for its Outout-of-Pocket Costs pocket costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 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 PartyParty and, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's ’s actual expenses incurred in such Actions as provided hereunder, provided that in the event Xxxxxxx shall pay to TRACON: (a) as to damage amounts are recovered by Xxxxxxx due to the a Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), an amount equal to the royalty that would be payable pursuant to this Agreement on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred; and (b) as to damage amounts recovered by Xxxxxxx shall owe Arrowhead due to a Product Infringement other than in the form of lost profits or reasonable royalties as determined in accordance with Section 8.4 as if assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on such damage amounts were treated as Net Sales, after reimbursement Sales of costs incurred the relevant Licensed Product(s) in the country(ies) where such ActionProduct Infringement occurred.

Enforcement Actions. For as long as Xxxxxxx has license rights to Commercialize Licensed ProductsProducts under Section 2.1.2, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead Geron as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Geron Product Patent Rights and/or Development Program Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation exploitation of any such Active Substance or Licensed Product in infringement of any such Patent Rights, or misappropriation of any Arrowhead Geron Product Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any such Active Substance or Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Arrowhead Geron will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x Xxxxxxx’x cost, provided that Xxxxxxx shall reimburse Arrowhead Geron for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify ArrowheadGeron, who shall thereafter have the right (but not the obligation) at Arrowhead's Geron’s expense and in its own name, to initiate such Action by counsel of its choice, and Xxxxxxx shall cooperate with Arrowhead Geron as Arrowhead Geron may reasonably request, including by becoming a party to such action at Arrowhead's Geron’s cost, and Arrowhead Geron shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 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, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's ’s actual expenses incurred in such Actions as provided hereunder, provided that Xxxxxxx shall owe Geron royalties as determined in the event accordance with Section 8.3 based on damage amounts are recovered by Xxxxxxx due to the Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with Section 8.4 as if such damage amounts were Net Sales, after reimbursement of costs incurred in such Action.

Enforcement Actions. For (a) The Parties shall consult in good faith as long as Xxxxxxx has license to potential strategies to terminate suspected or potential Infringement, and shall mutually agree on which Party shall have primary responsibility for any enforcement action, provided, that where the Parties cannot reach agreement within *** of the date of notification of any actual or suspect Infringement (or any applicable shorter period of time before enforcement rights lapse), the Prosecuting Party in relation to Commercialize Licensed Products, Xxxxxxx the relevant Patent or Party owning or Controlling the relevant intellectual property right in the case of other Foreground IP or Background IP shall have the initial first right, but not the obligation, to seek to xxxxx any actual or suspected Infringement by a Third Party, or to file suit against any Third Party for Infringement. If the Prosecuting Party or owning or Controlling Party does not, within *** of receipt of a notice under Clause 12.4.1, take steps to xxxxx the Infringement, or to file suit to enforce against such Infringement, then Non-Prosecuting Party shall have the right, but not the obligation, to take action to enforce against such Infringement; provided that if Prosecuting Party is diligently pursuing ongoing settlement discussions at its expense and in its own name the end of such *** period then Non-Prosecuting Party shall not be permitted to exercise such right unless such settlement discussions cease without reaching settlement or Prosecuting Party ceases to pursue such discussions diligently. (b) The non-controlling Party shall reasonably cooperate with the Party controlling any such action to xxxxx or in the name of Arrowhead enforce pursuant to this Clause 12.6.2 (as may be required under Applicable Lawreasonably requested by the controlling Party and at the controlling Party’s expense), for bringing including, if necessary, by being joined as a party; provided that the non-controlling Party shall be reimbursed by the controlling Party as to any infringement suit costs or other enforcement Action on account of any Third expenses incurred, and shall have the right to be represented by its own counsel at its own expense. The Party infringement of any Specific Arrowhead Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation of controlling any such Licensed Product in infringement of action shall keep the other non-controlling Party updated with respect to any such Patent Rightsaction, including providing copies of all documents received or misappropriation of any Arrowhead Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Arrowhead will cooperate with Xxxxxxx as Xxxxxxx may reasonably request filed in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x cost, provided that Xxxxxxx shall reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Arrowhead, who 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 Xxxxxxx 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 Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 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, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's actual expenses incurred in such Actions as provided hereunder, provided that in the event damage amounts are recovered by Xxxxxxx due to the Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with Section 8.4 as if such damage amounts were Net Sales, after reimbursement of costs incurred in such Actionaction.

Enforcement Actions. For as long as Xxxxxxx has license rights to Commercialize Licensed Products, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead Achillion as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Achillion Background Patent Rights and/or Development Program Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation exploitation of any such product that is competitive with a Licensed Product in infringement of any such Patent Rights, or based on misappropriation of any Arrowhead Achillion Background Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Arrowhead Achillion will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x Xxxxxxx’x cost, provided that Xxxxxxx shall reimburse Arrowhead Achillion for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify ArrowheadAchillion, who shall thereafter have the right (but not the obligation) at Arrowhead's Achillion’s expense and in its own name, to initiate such Action by counsel of its choice, and Xxxxxxx shall cooperate with Arrowhead Achillion as Arrowhead Achillion may reasonably request, including by becoming a party to such action at Arrowhead's Achillion’s cost, and Arrowhead Achillion shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 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, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section 10.4.2 shall be allocated to the Party who brought the Action, after reimbursement of each Party's ’s actual expenses incurred in such Actions as provided hereunder, provided that in the event Xxxxxxx shall owe Achillion (a) as to damage amounts are recovered by Xxxxxxx due to the Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with an amount equal to the royalty that would be payable pursuant to Section 8.4 on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred and (b) as if to damage amounts recovered by Xxxxxxx due to the Product Infringement other than in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to Section 8.4 on such damage amounts were treated as Net Sales, after reimbursement Sales of costs incurred the relevant Licensed Product(s) in the country(ies) where such ActionProduct Infringement occurred.

Enforcement Actions. For as long as Xxxxxxx has license rights to Commercialize Licensed Products, Xxxxxxx (i) Celltech shall have the initial rightfirst right (but not the obligation) to take the steps it deems appropriate to remove any infringement or alleged infringement within the Territory of Product Proprietary Rights, including, without limitation, by initiation, prosecution and control, at its expense and in its own name (or in the name expense, of Arrowhead as may be required under Applicable Law)any suit, for bringing any infringement suit proceeding or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation of any such Licensed Product in infringement of any such Patent Rights, or misappropriation of any Arrowhead Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), legal action by counsel of its own choice. Celltech shall notify Pharmacia of its decision whether to enforce its rights in Product Proprietary Rights not later than ninety (90) days following its discovery or receipt of notice of the alleged infringement and Pharmacia shall have the right, and Arrowhead will cooperate with Xxxxxxx as Xxxxxxx may reasonably request at its own expense, to be represented in connection with any such Action, including action by becoming a party to such action at Xxxxxxx'x cost, provided that Xxxxxxx shall reimburse Arrowhead for counsel of its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistanceown choice. If Xxxxxxx declines Celltech notifies Pharmacia that Celltech elects not to initiate such an enforcement Action against any unabated bring a suit, action or proceeding to enforce rights in the Product Infringement it Proprietary Rights in accordance with this Section, then Pharmacia shall notify Arrowhead, who shall thereafter have the right (but not the obligation) to bring, at Arrowhead's expense and in its own nameexpense, any such suit, action or proceeding relating to initiate such Action the Product Proprietary Rights by counsel of its own choice, and Xxxxxxx Celltech shall cooperate with Arrowhead as Arrowhead may reasonably requesthave the right, including by becoming a party at its own expense, to be represented in any such action at Arrowhead's cost, and Arrowhead by counsel of its own choice. Neither Pharmacia nor Celltech shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action brought by settle a Party under this Section may be entered into dispute regarding the Product Proprietary Rights without the consent of the other Partyother, provided that such settlementwhich consent shall not be unreasonably withheld or delayed. (ii) If one party brings any suit, consent judgment, action or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and 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. Damages recovered and any other amounts awarded in any Actions for Product Infringement proceeding under this Section 5.2(b), the other party agrees to be joined as party plaintiff if necessary to prosecute the action or proceeding and to give the first party reasonable assistance and authority to file and prosecute the suit; provided, however, that neither party shall be required to transfer any right, title or interest in or to any property to the other party or any other Person to confer standing on such party or other Person. (iii) Any damages or other monetary awards recovered pursuant to any suit, proceeding or other legal action taken under this Section 5.2(b) shall be allocated first to the Party who brought costs and expenses of the Actionparty bringing suit and then the expenses, after reimbursement if any, of each Party's actual expenses incurred the other party. The balance of any recovery shall be distributed 100 percent (100%) to the party bringing suit. (iv) Celltech shall have no right to remove any infringement or alleged infringement or take any other action pursuant to this Section 5.2(b) (i) to the extent such infringement or alleged infringement relates to Pharmacia Other Proprietary Rights and (ii) in such Actions as provided hereunder, provided that countries outside the Territory other than in the event damage amounts are recovered by Xxxxxxx due European Territory pursuant to the Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account terms of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with Section 8.4 as if such damage amounts were Net Sales, after reimbursement of costs incurred in such ActionPurchase Agreement.

Enforcement Actions. For as long as Xxxxxxx has license rights to Commercialize (a) The Party owning a Patent within the Licensed Products, Xxxxxxx shall Technology or the [***] will have the initial rightfirst right (but not the obligation) to take the appropriate steps to remove the infringement or alleged infringement thereof by a Third Party, including, by initiation, prosecution and control at its own expense and in its own name (or in the name of Arrowhead as may be required under Applicable Law)any suit, for bringing any infringement suit proceeding or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation of any such Licensed Product in infringement of any such Patent Rights, or misappropriation of any Arrowhead Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), legal action by counsel of its own choice. (b) The Party that is not the plaintiff in an action brought by the other Party pursuant to this Section 7.9.2 will have the right, at its own expense, to be represented in any such action by counsel of its own choice. In addition, such Party agrees to be joined as party plaintiff if necessary to prosecute the action or proceeding and to give the other Party reasonable assistance and authority to file and prosecute the suit; provided, however, that neither Party will be required to transfer any right, title or interest in or to any property to the other Party or any other party to confer standing on a Party hereunder. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) If the alleged infringement of a Patent is based on the fact that a Third Party is selling a product that is competing with a Product, and Arrowhead will cooperate with Xxxxxxx as Xxxxxxx may reasonably if a Party fails to bring an action or proceeding to remove the infringement pursuant to subsection (a) above within [***]of a written request in connection with any such Action, including by becoming a party to for such action at Xxxxxxx'x costby the other Party, provided that Xxxxxxx shall reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering then such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Arrowhead, who shall thereafter other Party will have the right (but not the obligation) at Arrowhead's expense and in its own name, to initiate bring any such Action action or proceeding by counsel of its own choice; provided, and Xxxxxxx shall cooperate however, that the Party owning such Patent will have the right to assume control of the litigation if the alleged infringer claims invalidity or non-enforceability of any such Patent as a defense. (d) If the alleged infringement of a Patent within the Licensed Technology or the [***] is based on the fact that a Third Party is selling a product that is competing with Arrowhead as Arrowhead may reasonably requesta Product, including by becoming a party to such action at Arrowhead's costany settlements, and Arrowhead shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment damages or other voluntary final disposition of an Action brought monetary awards (the “Recovery”) recovered by a Party under in an action pursuant to this Section may 7.9.2 will be entered into without allocated first to the consent costs and expenses of the Party bringing suit, and second to the costs and expenses (if any) of the other Party, with any remaining amounts (if any) to be allocated as follows: (i) If Bayer pursued such action, the Recovery will be deemed to be Net Sales and Bayer will pay a royalty to Micromet as provided in Section 8.3. (ii) If Micromet pursued such action, the Recovery will be retained by Micromet to the extent that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled Recovery is based on the damages incurred by the other PartyMicromet, and 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 deemed Net Sales to the Third Party’s product or activity that was extent based on the subject damages (i.e. lost sales) incurred by Bayer, and Micromet will pay the portion of such Recovery based on the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated damages incurred by Bayer to Bayer after deducting the Party who brought the Action, after reimbursement of each Party's actual expenses incurred in such Actions as provided hereunder, provided that in the event damage amounts are recovered by Xxxxxxx royalty due to the Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with Micromet thereon pursuant to Section 8.4 as if such damage amounts were Net Sales, after reimbursement of costs incurred in such Action8.3.

Enforcement Actions. For as long as (a) Upon payment by Xxxxxxx has license rights to Commercialize Licensed Productsof [*], in each case, under Section 8.2, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead Geron as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Exhibit B Licensed Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation exploitation of any such Licensed Xxxxxxx Product in infringement of [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. any such Exhibit B Licensed Patent Rights, or misappropriation of any Arrowhead Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Xxxxxxx Product Infringement”), by counsel of its own choice, and Arrowhead Geron will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x Xxxxxxx’x cost, provided that Xxxxxxx shall reimburse Arrowhead Geron for its Out-of-Pocket Costs out of pocket costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Xxxxxxx Product Infringement it shall notify ArrowheadGeron, who shall thereafter have the right (but not the obligation) at Arrowhead's Geron’s expense and in its own name, to initiate such Action by counsel of its choice, and Xxxxxxx shall cooperate with Arrowhead Geron as Arrowhead Geron may reasonably request, including by becoming a party to such action at Arrowhead's Geron’s cost, and Arrowhead Geron shall reimburse Xxxxxxx for its Out-of-Pocket Costs out of pocket costs reasonably incurred in connection with rendering such assistance. (b) Prior to the payment by Xxxxxxx of either [*], in each case, under Section 8.2, in the event of a Xxxxxxx Product Infringement, Geron shall have the first right to initiate an enforcement Action against such Xxxxxxx Product Infringement, by counsel of its own choice, and Xxxxxxx will cooperate with Geron as Geron may reasonably request in connection with any such Action, including by becoming a party to such action at Geron’s cost, provided that Geron shall reimburse Xxxxxxx for its out of pocket costs reasonably incurred in connection with rendering such assistance. However, if Geron does not wish to initiate such Action, it shall timely notify Xxxxxxx, and Xxxxxxx shall thereafter have the right (but not the obligation) at Xxxxxxx’x expense, to initiate such Action by counsel of its choice, and Geron shall cooperate with Xxxxxxx as Xxxxxxx may reasonably request, including by becoming a party to such action at Xxxxxxx’x cost, and Xxxxxxx shall reimburse Geron for its out of pocket costs reasonably incurred in connection with rendering such assistance. (c) A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 10.4.2 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 Exhibit B Licensed Patent Rights owned or Controlled by the other PartyRights, and 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. Damages recovered and any other amounts awarded in any Actions for Xxxxxxx Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's ’s actual expenses incurred in such Actions as provided hereunder, provided that Xxxxxxx shall owe Geron royalties as determined in the event accordance with Section 8.3 based on damage amounts are recovered by Xxxxxxx due to the Xxxxxxx Product Infringement (such as in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), Xxxxxxx shall owe Arrowhead royalties as determined in accordance with Section 8.4 as if such damage amounts were Net Sales, after reimbursement of costs incurred in such Action.