Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. (a) Each Party shall promptly notify the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio shall have the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, ACORDA shall have the first right to initiate and prosecute such legal action and in the name of CSRO and ACORDA, or to control the defense of any declaratory judgment action relating to Patent Assets. The initiation and prosecution of such legal action will be at ACORDA’s expense; provided, however, that ACORDA shall be entitled to offset fifty percent (50%) of amounts expended in connection with such action against royalties due to CSRO under this Agreement. ACORDA shall promptly inform CSRO if ACORDA elects not to exercise such first right, and CSRO thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of CSRO and, if necessary, ACORDA. In no event shall ACORDA be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by ACORDA elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in Subsection 7.3 (a), and CSRO elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by CSRO. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by ACORDA or CSRO shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the manufactureaction, use whether the recovery is by settlement or otherwise; (ii) the other Party then shall, to the extent possible, recover its costs and sale expenses (including reasonable attorneys’ fees) incurred in connection with the action; (iii) if CSRO initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by CSRO; and (iv) if ACORDA initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by ACORDA, except that CSRO shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement if such amount were deemed Net Sales. (e) If the practice by ACORDA of the license granted herein results in any allegation or claim of infringement of an intellectual property right of a product the same as or substantially similar to a Product in the Field in such countryThird Party against ACORDA, TESARO ACORDA shall have the primary right, exclusive right but not the obligationobligation to defend such claim, suit or authority to institutesettle such suit; provided, prosecutehowever, CSRO shall cooperate with ACORDA’s reasonable request, in connection with the defense of such claim or suit. ACORDA shall be entitled to offset any amounts expended in connection with such proceeding, including attorneys’ fees and control professional fees, against any action royalties it would otherwise owe CSRO under this Agreement, up to a maximum of fifty percent (50%) of the royalties due. (f) CSRO shall inform ACORDA of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. §§ 355(b)(2)(A)(iv) or proceeding (j)(2)(A)(vii)(IV) or under Canada’s Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide ACORDA with a copy of such certification within five (5) days of receipt. CSRO’s and ACORDA’s rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(d) (i) through (iv); provided, by counsel however, that ACORDA shall exercise the first right to initiate and prosecute, or defend, any action and shall inform CSRO of such decision within fifteen (15) days of receipt of the certification, after which time, if ACORDA has not advised CSRO of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio CSRO shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify As between the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufactureParties, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall [***] will have the primary first right, but not the obligation, to instituteseek to xxxxx any actual or suspected Product Infringement, prosecuteor to file suit against any Third Party for such Product Infringement. [***] shall keep [***] informed and consult with [***] with respect to any such action or proceeding. [***] will pay all its costs incurred for such enforcement, and control all recoveries or awards in excess of its costs arising out of such enforcement shall be deemed to constitute Net Sales subject to royalty payments to [***] under Section 7.3. As between the Parties, [***] will have the right, but not the obligation, to defend against a declaratory judgment action challenging any Patent Rights within the Licensed Technology that Cover any Selected Conjugate or Licensed Product. [***] will pay all the costs incurred for such defense. If [***] declines to undertake any action or proceeding with respect to such xxxxx any actual or suspected infringement of such PatentPatent Rights within [***] after receipt or delivery of notice under Section 3.8.1, by counsel of its own choicethen upon [***]’s written consent, and AnaptysBio which shall have the rightnot be unreasonably withheld, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio [***] shall have the right to bring and control commence any such action by counsel or proceeding in its own name and to control such actions, and shall assume all decisions and costs related thereto, and all recoveries or awards in excess of its own choicecosts arising out of such enforcement shall be retained by [***]. Except as otherwise set forth in this Section 3.8.2, each Party will have the sole right to enforce and defend Patent Rights solely owned by such Party, and TESARO the Parties will jointly determine which Party shall enforce Patent Rights included in the Joint Collaboration Technology and the allocation of recoveries and awards from any such enforcement action; provided that if the Parties fail to agree, each Party shall have the right to be represented enforce such Patent Rights included in any such action by counsel of its own choice at its own expense. (c) If one the Joint Collaboration Technology. Each Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into approve any settlement that would adversely affect any such Licensed Technology or consent to Joint Collaboration Technology, or either Party’s rights under this Agreement, or would result in any claim to the effect that the patent protection offered under any part liability or admission on behalf of the Collaboration Patents would be materially negatively affected, without the consent of the other either Party, such consent approval not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO Xencor shall have the primary sole right, but not the obligationobligation (subject only to the rights of Alexion as set forth in this Section 8.3.2), to institute, prosecute, bring and control any action or proceeding with respect to such infringement of such any Xencor Patent, by competent and qualified patent litigation counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its Xencor’s own choice. If TESARO fails Alexion shall have the (i) Alexion in good faith believes that (1) the research, development, manufacture, use, offer for sale, sale or import, as applicable, of the Competitive Product infringes a Xencor Patent (and Alexion acknowledges that, for clarity, any activity that falls within 271(e)(1) or another safe harbor under applicable law is not infringing activity) and (2) the failure to bring such an action or proceeding within may result in a period material diminution in value of one hundred twenty the relevant Product (120the “Affected Product”); (ii) days after a request by AnaptysBio to do so, AnaptysBio shall have neither Alexion nor its Affiliate nor its Sublicensee Controls or has the right to bring an enforcement action or proceeding with respect to any Patent (other than a Xencor Patent) that covers or claims the Competitive Product; and control (iii) Alexion provides written notice of (i) and (ii) to Xencor (such notice, a “Notice of Enforcement”), then Xencor shall enforce the applicable Xencor Patent against such Third Party with respect to such Competitive Product using commercially reasonable efforts. If, after delivery of a Notice of Enforcement, Xencor initiates a lawsuit to cause the cessation of the infringement by such Competitive Product, Xencor will use counsel selected by Xencor and reasonably acceptable to Alexion. Xencor shall timely and regularly confer with Alexion with respect to strategizing, preparing and presenting any such action or proceeding and will consider all reasonable comments and recommendations of Alexion in connection therewith in good faith. Alexion shall reimburse Xencor for all reasonable out-of-pocket expenses (including outside legal fees) incurred by counsel Xencor in connection with any legal proceeding undertaken by Xencor as a result of its own choicethe Notice of Enforcement to enforce the applicable Xencor Patent against such Third Party. Alexion and Xencor agree to enter into a common interest agreement reasonably acceptable to the Parties in connection with any proceeding involving a Competitive Product. Subject to the terms and conditions of this Agreement, and TESARO Xencor shall have the sole right to be represented settle or otherwise resolve any dispute with a Third Party involving the infringement of a Xencor Patent; provided that, in the case of any such action proceeding regarding infringement by counsel a Third Party of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined a Xencor Patent as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses result of the Party bringing suit under this Section shall be borne by research, development, manufacture, use, offer for sale, sale or import of a Competitive Product only, such Partysettlement or resolution does not, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such actionwithout Alexion’s prior written consent, and then (i) if TESARO is limit the rights of, or impose any obligation on, Alexion, its Affiliates or Sublicensees to market or sell Licensed Products, (ii) include a covenant by Xencor not to xxx such Third Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by its Affiliates or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESAROSublicensees, or (iiiii) if AnaptysBio is require the Party that brings such action payment of money by Alexion, its Affiliates or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBioSublicensees. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit[…***…]. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.[…***…] […***…]

Enforcement and Defense. Subject to the terms of each In-License Agreement: (a) Each If either Party becomes aware of any Third Party activity in the Territory, including any Development activity (whether or not an exemption from infringement liability for such Development activity is available under applicable Law), that infringes (or that is directed to the Development of a product that would infringe) a Tetraphase Patent Right or a Joint Patent Right, or that misappropriates any Tetraphase Know-How or Joint Know-How, then the Party becoming aware of such activity shall promptly notify give prompt written notice to the other of any knowledge it acquires of any potential Party regarding such alleged infringement of the Collaboration Patents by a Third Party.or misappropriation (collectively, “Infringement Activity”). 41 (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO Tetraphase shall have the primary first right, but not the obligation, to institute, prosecute, and control attempt to resolve any action or proceeding with respect to such infringement of such Patent, Infringement Activity by counsel of its own choice, and AnaptysBio shall have the right, commercially appropriate steps at its own expense, to be represented in that action by including the filing of an infringement or misappropriation suit using counsel of its own choice. If TESARO Tetraphase fails to bring an resolve such Infringement Activity or to initiate a suit with respect thereto by the date that is [**] days before any deadline for taking action to avoid any loss of material enforcement rights or proceeding within a period of one hundred twenty remedies, then, with Tetraphase’s written consent (120) days after a request by AnaptysBio to do sowhich shall not be unreasonably withheld, AnaptysBio conditioned or delayed), Licensee shall have the right right, but not the obligation, to bring and control any attempt to resolve such action Infringement Activity by commercially appropriate steps at its own expense, including the filing of an infringement or misappropriation suit using counsel of its own choice. (c) Any amounts recovered by a Party as a result of an action pursuant to Section 9.05(b), whether by settlement or judgment, shall be allocated as follows: (i) first, the Parties shall pay to each Third Party counterparty under any In-License Agreement any amounts owed to such Third Party counterparty with respect to such enforcement action, including any amounts owed to Harvard pursuant to Section 8.2 or 8.3 of the Harvard Agreement; (ii) second, each Party’s internal and TESARO external costs associated with the enforcement action shall be reimbursed; and (iii) third, any remaining amount shall be retained [**] percent ([**]%) by the enforcing Party and paid [**] percent ([**]%) to the other Party. (d) In any event, at the request and expense of the Party bringing an infringement or misappropriation action under Section 9.05(b), the other Party shall provide reasonable assistance in any such action (including entering into a common interest agreement if reasonably deemed necessary by any Party) and to be joined as a party to the suit if necessary for the initiating Party to bring or continue such suit. Neither Party may settle any action or proceeding brought under Section 9.05(b), or knowingly take any other action in the course thereof, in a manner that materially adversely affects the other Party’s interest in any Tetraphase Patent Rights or Joint Patent Rights without the written consent of such other Party. Each Party shall always have the right to be represented in any such action by counsel of its own choice selection and its own expense in any suit or other action instituted by the other Party pursuant to Section 9.05(b). (e) If a Third Party asserts that a Tetraphase Patent Right (other than a Harvard Patent Right) or Joint Patent Right in mainland China is invalid or unenforceable, then Licensee shall have the first right, but not the obligation, to defend against such assertion and, at Licensee’s request and expense, Tetraphase shall provide reasonable assistance in defending against such Third Party assertion. Licensee shall (i) keep Tetraphase reasonably informed regarding such assertion and such defense (including by providing Tetraphase with drafts of each filing a reasonable period before the deadline for such filing and promptly providing Tetraphase with copies of all final filings and correspondence), (ii) consult with Tetraphase on such defense, and (iii) consider in good faith all comments from Licensee regarding such defense. In the event Licensee controls such defense, Tetraphase shall have the right to join as a party to such defense and participate with its own counsel at its own sole cost; provided that Licensee shall retain control of 42 such defense. Should Licensee decide that it is not, or is no longer, interested in controlling such defense, it shall promptly (and in any event by the date that is [**] days before any deadline for taking action to avoid any loss of material rights) provide Tetraphase written notice of this decision. Tetraphase may, upon written notice to Licensee, assume such defense at Tetraphase’s sole expense. (cf) If one a Third Party brings an action asserts that a Tetraphase Patent Right or proceeding Joint Patent Right anywhere in accordance with Section 9.3(b)the Territory other than in mainland China is invalid or unenforceable, the second Party agrees to be joined as a party plaintiff if necessary and to give then Tetraphase shall have the first Party reasonable assistance right, but not the obligation, to defend against such assertion. Should Tetraphase decide that it is not, or is no longer, interested in controlling such defense with respect to any Tetraphase Patent Right other than a Harvard Patent Right or any Joint Patent Right, it shall promptly (and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and in any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received event by the Party controlling date that is [**] days before any deadline for taking action to avoid any loss of material rights) provide Licensee written notice of this decision. Licensee may, upon written notice to Tetraphase, assume such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withhelddefense at Licensee’s sole expense.

Enforcement and Defense. (a) Each Party shall promptly notify the other Party of any knowledge it acquires infringement or possible infringement by a third party of any potential rights licensed to Agensys under this Agreement. Further, Ambrx shall give Agensys, and Agensys shall give Ambrx, notice of any infringement of (i) any Ambrx Patent Rights claiming any Ambrx Collaboration Information and Invention or any Joint Collaboration Information and Invention for which Ambrx is the filing party pursuant to Section 7.1, or any misappropriation or misuse of Ambrx Collaboration Patents Information and Inventions, that may come to Ambrx’s or Agensys’ attention. Agensys and Ambrx shall thereafter consult and cooperate fully to determine a course of action, including but not limited to, the commencement of legal action by a Third Party. (b) If either or both Agensys and Ambrx, to terminate any infringement of such Ambrx Patent within the Rights or any misappropriation or misuse of such Ambrx Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufactureInformation and Invention, use and sale of a product the same as or substantially similar applicable. However, Ambrx, upon notice to a Product in the Field in such countryAgensys, TESARO shall have the primary rightfirst right to initiate and prosecute such legal action at its own expense and in the name of Ambrx, but not or to control the obligationdefense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, to institute, prosecuteas applicable, and control any action or proceeding with respect Agensys, upon notice to such infringement of such PatentAmbrx, by counsel of its own choice, and AnaptysBio shall have the right, first right to initiate and prosecute such legal action at its own expenseexpense and in the name of Agensys, or to be represented in that control the defense of any declaratory judgment action relating to such Ambrx Patent Rights or such Ambrx Collaboration Information and Inventions, as applicable. To the extent permissible by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do soApplicable Law, AnaptysBio the non-controlling Party shall have the right to bring join and control any participate in such action. Each Party shall promptly inform the other Party if it elects not to exercise such first right and the other Party shall thereafter have the right to either initiate and prosecute such action by counsel or to control the defense of such declaratory judgment action in its own choicename and, and TESARO if necessary, the name of the first Party. Each Party shall have the right to be represented in any such action by counsel of its own choice at its own expensechoice. (b) In the event that Ambrx elects not to initiate and prosecute an action as provided in paragraph (a), and Agensys elects to do so, the costs of any agreed-upon course of action to terminate infringement of Ambrx Patent Rights referenced in the foregoing clause (a) or misappropriation or misuse of Ambrx Collaboration Information and Inventions, as applicable, by a Third Party, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, shall be shared equally by Ambrx and Agensys. (c) If one Party brings an For any action to terminate any infringement of Ambrx Patent Rights referenced in the foregoing clause (a) or proceeding in accordance with Section 9.3(b)any misappropriation or misuse of Ambrx Collaboration Information and Inventions, the second Party agrees to be joined as applicable, by a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Third Party, and any damages in the event that Agensys is unable to initiate or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling prosecute such action shall first be applied solely in its own name, Ambrx will join such action voluntarily and will execute all documents necessary for Agensys to the out-of- pocket costs of initiate litigation to prosecute and maintain such action. In connection with any such action, Agensys and then (i) if TESARO is Ambrx will provide reasonable assistance that either may reasonably request. Each Party shall keep the Party that brings such other informed of developments in any action or proceeding, then AnaptysBio including, to the extent permissible by Applicable Law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Any recovery obtained by either or both Agensys and Ambrx in connection with or as a result of any action contemplated by the foregoing provisions of this Section 7.4 with respect to any Ambrx Patent Rights referenced in the foregoing clause (a) or Ambrx Collaboration Information and Inventions, whether by settlement or otherwise, shall be paid an amount equal to shared in order as follows: (i) the royalties, if any, that would have been due upon sales Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or action; (ii) if AnaptysBio is the other Party that brings shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; and (iii) the amount of any recovery remaining shall then be shared equally between the Parties. (e) Agensys shall have the initial right to control any proceedings and initiate a legal action against Third Party with respect to a biosimilar application filed under §351(k) by an unlicensed Third Party at Agensys’ sole cost and expense. Ambrx shall join in such action as a party at Agensys reasonable request and at Agensys’ sole cost and expense in the event that an adverse party asserts, the court rules or proceedingother Laws provide, then the remaining portion or Agensys determines in good faith, that a court would lack jurisdiction based on Ambrx’s absence as a party in such suit. Ambrx may also at any time join in such action and may be represented by counsel of its choice, at Ambrx expense; but in any event control of such recovery action shall be retained by AnaptysBioremain with Agensys. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without At Agensys’ reasonable request and at Agensys’ sole cost and expense, Ambrx shall provide reasonable assistance to Agensys in connection with such action. Without the prior written consent of the Party Ambrx, Agensys shall not bringing the suit. Neither Party shall, however, have the right to enter into any settlement with such unlicensed Third Party admitting the invalidity of, or consent otherwise impairing Ambrx rights in, any of the Ambrx Patent Rights or Joint Patent Rights. (f) Agensys shall have the sole right, in its discretion, to handle any action with respect to any claim infringement of Agensys Patent Rights (including any Patent Rights claiming any Agensys Collaboration Information and Inventions and any Joint Collaboration Information and Inventions for which Agensys is the filing party pursuant to Section 7.1) or any misappropriation or misuse of any Agensys Background Know-How (or any Agensys Collaboration Information and Inventions or any Joint Collaboration Information and Inventions), and Ambrx shall have no rights in connection therewith. For any action with respect to any infringement of Agensys Patent Rights or any misappropriation or misuse of Agensys Background Know-How (or any Agensys Collaboration Information and Inventions or any Joint Collaboration Information and Inventions, as applicable) by a Third Party, in the event that Agensys is unable to initiate or prosecute such action solely in its own name, Ambrx will, to the effect extent required by Applicable Law to enable the initiation or prosecution of such action by Agensys, join such action voluntarily and will execute and cause its Affiliates to execute all documents necessary for Agensys to initiate litigation to prosecute and maintain such action at Agensys’ expense. In connection with any such action pursuant to this Section 7.4(f), at the request of Agensys, Ambrx will provide Agensys with reasonable assistance that Agensys may reasonably request at Agensys’ expense. As between the patent protection offered under Parties, any part recovery obtained in connection with or as a result of any action contemplated by this Section 7.4 (f), whether by settlement or otherwise, shall be shall be retained solely by Agensys. Agensys shall also have the Collaboration Patents would be materially negatively affectedsole right, without in its discretion, to handle any certification matter regarding any Agensys Patent Rights pursuant to either 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions, or any similar provisions in a country in the consent of the other PartyTerritory, such consent not to be unreasonably withheldand Ambrx shall have no rights in connection therewith.

Enforcement and Defense. (ai) Each Party shall promptly notify give the other notice of either (a) any knowledge it acquires of any potential infringement of LICENSED PATENTS, or (b) any misappropriation or misuse of LICENSED KNOW-HOW that has come to its attention. The Parties shall thereafter consult and cooperate fully to determine a course of action, including but not limited to the Collaboration Patents commencement of legal action by a Third Partyeither or both Parties to terminate any infringement of LICENSED PATENTS or any misappropriation or misuse of LICENSED KNOW-HOW. (bii) If any Patent within In the Collaboration Patents is event that LICENSED PATENTS are infringed by a Third any Third-Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar respect to a Product PRODUCT in the Field in such countryof Use, TESARO LICENSEE, upon notice to LICENSOR, shall for a period of [***] have the primary first right, but not the obligation, to institute, prosecute, institute and control prosecute any action or proceeding under LICENSED PATENTS with respect to such infringement, by counsel of [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. its choice, or to control the defense of any declaratory judgment action arising from such infringement or from the misappropriation or misuse of LICENSED KNOW-HOW, at its own expense and in the name of both Parties. LICENSEE shall not otherwise settle, compromise or take any action in such litigation which diminish, limit or inhibit the scope, validity or enforceability of LICENSED PATENTS without the express permission of LICENSOR. LICENSEE shall keep LICENSOR advised of the progress of such Patentproceedings. (iii) In the event that a Third-Party is infringing any LICENSED PATENTS with respect to a PRODUCT in the Field of Use and LICENSEE does not elect to institute an action, LICENSOR, upon notice to LICENSEE, shall have the right, but not the obligation, to institute and prosecute any action or proceeding under LICENSED PATENTS with respect to such infringement, by counsel of its own choice, and AnaptysBio shall have or to control the rightdefense of any declaratory judgment action arising from such infringement or from the misappropriation or misuse of LICENSED KNOW-HOW, at its own expenseexpense and in the name of both Parties. LICENSOR shall not settle, compromise or take any action in such litigation which diminish, limit or inhibit the scope, validity or enforceability of LICENSED PATENTS without the prior approval of LICENSEE, which shall not be unreasonably withheld. (iv) With respect to be represented in any action to terminate any infringement of LICENSED PATENTS or any misappropriation or misuse of LICENSED KNOW-HOW, the Parties shall cooperate fully and shall provide each other with any information and assistance that action by counsel of its own choiceeither Party may reasonably request. If TESARO fails In particular, either Party shall execute such documents necessary for the other Party to bring an initiate and prosecute the action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio and cause its Affiliates, Sublicensees and LICENSEE to do soexecute all such documents, AnaptysBio if required. In the event that either Party is unable to initiate or prosecute an action solely in its own name, the other Party shall have the right to bring and control any then join such action voluntarily. Each Party shall keep the other informed of the development of any action or proceeding including, to the extent permissible by counsel law, the status of any settlement negotiations and the terms of any offer related thereto. (v) Any recovery obtained by either or both Parties in connection with or as a result of any action or proceeding contemplated by this Section 8.3, whether by settlement or otherwise, shall be allocated in order as follows: (a) The Party which initiated and prosecuted the action shall recoup all of its own choicecosts and expenses incurred in connection with the action (provided that if LICENSEE was the initiating Party and that the action proceeds were not sufficient for LICENSEE to recoup all its costs and expenses, and TESARO then LICENSEE shall have be allowed to deduct the right to be represented in any such action by counsel [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. balance of its own choice at unrecovered costs and expenses from royalties payable to LICENSOR under Article 4 hereof); (b) The other Party shall then, to the extent possible, recover its own expense.costs and expenses incurred in connection with the action; and (c) If one Party brings an action The amounts of any recovery remaining shall then be allocated between the Parties with LICENSEE receiving all amounts in respect of damages in the Field of Use and LICENSOR receiving all amounts in respect of damages out of the Field of Use, except that any amounts recovered in connection with infringement actions relating to jointly-owned patents shall be equally shared between the Parties. (vi) LICENSOR shall inform LICENSEE of any certification regarding any LICENSED PATENTS it has received pursuant to 00 Xxxxxx Xxxxxx Code Sections355(b)(2)(A)(iv) or proceeding in accordance with Section 9.3(b(j)(2)(A)(vii)(lV), or any similar provision in other countries, and shall provide LICENSEE with a copy of such certification within [***] of receipt. Both Parties rights with respect to the second Party agrees to be joined initiation and prosecution of any legal action as a party plaintiff if necessary and result of such certification or any recovery obtained as a result of such legal action shall be as defined in paragraphs (a) to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses (c) of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld7.6.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the AVENTIS Patent Assets that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the Collaboration Patents commencement of legal action by a Third any Party. However, AVENTIS shall have the first right to initiate and prosecute such legal action at its own expense and in the name of AVENTIS and INDEVUS, or to control the defense of any declaratory judgment action relating to the AVENTIS Patent Assets. AVENTIS shall promptly inform INDEVUS if AVENTIS elects not to exercise such first right, and INDEVUS thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of INDEVUS and, if necessary, AVENTIS. (b) If any Patent within the Collaboration Patents is infringed by AVENTIS elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecuteSubsection 7. 4(a), and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio INDEVUS elects to do so, AnaptysBio the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall have the right to bring and control any such action be borne solely by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expenseINDEVUS. (c) If one Party brings an For any such legal action or proceeding defense, in accordance with Section 9.3(b)the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the second other Party agrees to be joined as a party plaintiff if will join such action voluntarily and will execute all documents necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of for the Party bringing suit under this Section shall be borne to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by such Party, and any damages INDEVUS or other monetary awards recovered AVENTIS shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then : (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, initiated and the remaining portion of such recovery shall be paid to TESAROprosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the action, whether the recovery is by settlement or otherwise; (ii) the other Party then shall, to the extent possible, recover its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the action; (iii) if AnaptysBio is AVENTIS initiated and prosecuted, or maintained the Party that brings such action or proceedingdefense of, the action, the amount of any recovery remaining then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement AVENTIS; and (iv) if INDEVUS initiated and prosecuted, or consent judgment or other voluntary final disposition maintained the defense of, the action, the amount of any recovery remaining shall be retained by INDEVUS, except that AVENTIS shall receive a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim portion equivalent to the effect that royalties it would have received in accordance with the patent protection offered under any part terms of this Agreement if such amount were deemed Net Sales. (e) the Collaboration Patents would be materially negatively affectedforegoing subsections (a), without (b), (c) and (d) shall apply on reciprocal basis regarding the consent of the other Party, such consent not to be unreasonably withheldINDEVUS Patent Assets and joint patents.

Enforcement and Defense. (a) Each Party shall promptly notify In the other event that Northern or Xxxxx becomes aware of a suspected infringement of any knowledge it acquires of Northern Patent Right, or any potential infringement of the Collaboration Patents by a Third Party. (b) If any such Northern Patent within the Collaboration Patents Right is infringed by a Third Party challenged in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding (other than any interferences, oppositions, reissue proceedings or reexaminations, which are addressed above), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Except as otherwise provided below, Xxxxx shall have the right, but shall not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such infringement of such Patent, by counsel of at its own choiceexpense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense; provided that, if there exists an issued SC Patent to serve as the basis of the infringement action in connection with such Third Party activities, Xxxxx will limit its enforcement action to such SC Patent if so doing does not materially decrease Xxxxx’x likelihood of success. Prior to initiating an enforcement action that uses a Northern Patent Right other than an SC Patent as the basis for the claim of infringement, Xxxxx shall meet with Northern to discuss ways to manage the potential risk to such Northern Patent Right in connection with such enforcement action, including limiting the number and scope of claims that are asserted in connection with such action. Xxxxx shall use good faith efforts to employ any reasonable measures agreed to by the Parties to manage such potential risk. Northern shall reasonably assist Xxxxx in any action or proceeding being defended or prosecuted if so requested, and AnaptysBio shall join such action or proceeding if reasonably requested by Xxxxx or required by applicable law at Xxxxx’x expense. After Xxxxx has recovered an amount equal to the cost it incurred in connection with any such action or proceeding, any remaining and received amounts of compensation and/or damages paid by a third party as awarded to Xxxxx due to the above action or proceeding shall be shared [***] percent ([***]%) to Xxxxx and [***] percent ([***]%) to Northern. With respect to infringements arising out of the activities of a Third Party with a compound that is an Other Compound, Northern shall have the right, but shall not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such CONFIDENTIAL EXECUTION COPY LICENSE AGREEMENT infringement at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an name and entirely under its own direction and control, or settle any such action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio sublicense; provided that, if there exists an issued OC Patent to do so, AnaptysBio shall have serve as the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses basis of the infringement action in connection with such Third Party bringing suit activities, Northern will limit its enforcement action to such OC Patent if so doing does not materially decrease Northern’s likelihood of success and the roles of the Parties under this Section 5.3 shall be borne by reversed, solely with respect to such Partyaction. Prior to initiating an enforcement action that uses a Northern Patent Right other than an OC Patent as the basis for the claim of infringement, Northern shall meet with Xxxxx to discuss ways to manage the potential risk to such Northern Patent Right in connection with such enforcement action, including limiting the number and scope of claims that are asserted in connection with such action. Northern shall use good faith efforts to employ any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received reasonable measures agreed to by the Party controlling Parties to manage such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldpotential risk.

Enforcement and Defense. (a) 8.3.1 Each Party shall promptly notify give the other Party written notice of any knowledge it acquires of any potential infringement of the FivePrime Collaboration Patents (other than FivePrime Platform Patents) or Joint Patents by a Third Party through the making or selling of any Licensed Product (a “Product Infringement”), within *** days after such Product Infringement comes to such Party’s attention. GSK and FivePrime shall thereafter consult and cooperate fully to determine a course of action, including the commencement of legal action by either or both GSK and FivePrime, to terminate any such Product Infringement. However, GSK, upon notice to FivePrime, shall have the first right to initiate and prosecute such legal action at its expense and in the name of FivePrime or GSK, or to control the defense of any declaratory judgment action relating to such Product Infringement, provided that GSK shall not enter into any settlement or compromise that would materially diminish or adversely affect the scope, exclusivity or duration of any FivePrime Collaboration Patents or Joint Patents or FivePrime’s rights under this Agreement, without FivePrime’s prior written consent. (b) If any Patent within 8.3.2 In the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use event that GSK elects not to initiate and sale of a product the same as or substantially similar prosecute an action pertaining to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecuteInfringement, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio FivePrime elects to do so, AnaptysBio the costs of any agreed-upon course of action to terminate such Product Infringement, including the costs of any legal action commenced or the defense of any declaratory judgment, shall be borne by FivePrime, except that FivePrime shall not be responsible for any costs incurred by GSK unless such costs were incurred at FivePrime’s written request. FivePrime shall have the right to bring join GSK as a party to such action if GSK is a necessary party to such action. 8.3.3 In connection with any action under this Section 8.3, GSK and control FivePrime will reasonably cooperate and will provide each other with any information or assistance that either may reasonably request. Each Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by counsel law, consultation on and approval of its own choiceany settlement, the status of any settlement negotiations and TESARO the terms of any offer related thereto. Each Party shall have the right to be represented in any such action by counsel of its own choice at its own expenseexpense for any action set forth in this Section 8.3. (c) 8.3.4 If one a Party brings desires to bring an enforcement action or proceeding under a Collaboration Patent, but is unable to do so solely in accordance with Section 9.3(b)its own name, the second other Party agrees to be joined will, at the request of the enforcing Party, join such action as a party plaintiff if and will reasonably cooperate and cause its Affiliates to reasonably cooperate to execute all documents necessary for the enforcing Party to initiate litigation to prosecute and to give maintain such action. 8.3.5 Any recovery obtained by either or both GSK and FivePrime in connection with or as a result of any action contemplated by this Section 8.3, whether by settlement or otherwise, shall be shared in order as follows: a) The Party which initiated and prosecuted the first Party reasonable assistance and authority to file and prosecute the suit. The action shall recoup all of its costs and expenses of incurred in connection with the action; b) The other Party bringing suit under this Section shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; and c) Any remainder shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received retained by the Party controlling such action shall first be applied to the out-of- pocket costs of initiating such action, and then (i) if TESARO in the event GSK is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not remainder shall be deemed Net Sales and subject to be unreasonably withheldthe royalty payments to FivePrime under Section 6.4. 8.3.6 The provisions under Sections 8.3.1 through 8.3.5 shall apply, mutatis mutandis, in the event a Licensed Product becomes a Terminated Product pursuant to Section 10.2 or 10.3 and GSK grants a license to FivePrime under the GSK Evaluation Patents and GSK Licensed Product Patents for the development, manufacture and commercialization of such Terminated Product.

Enforcement and Defense. (a) Each Party AVEO shall promptly notify the other give MERCK notice of either (i) any knowledge it acquires of any potential infringement of AVEO Patent Rights, or (ii) any misappropriation or misuse of AVEO Know-How, that may come to AVEO’s attention. MERCK and AVEO shall thereafter consult and cooperate fully to determine a course of action, including but not limited to the Collaboration Patents commencement of legal action by a Third Party. (b) If either or both MERCK and AVEO, to terminate any infringement of AVEO Patent within the Collaboration Patents is infringed by a Third Party in Rights or any country in the Territory in connection with the manufacturemisappropriation or misuse of AVEO Know-How. However, use and sale of a product the same as or substantially similar AVEO, upon notice to a Product in the Field in such countryMERCK, TESARO shall have the primary right, but not the obligation, first right to institute, prosecute, initiate and control any prosecute such legal action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expenseexpense and in the name of AVEO and MERCK, or to be represented in that control the defense of any declaratory judgment action by counsel of its own choicerelating to AVEO Patent Rights or AVEO Know-How. If TESARO fails AVEO shall promptly inform MERCK if it elects not to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio exercise such first right and MERCK shall thereafter have the right to bring either initiate and control any prosecute such action by counsel or to control the defense of its own choicesuch declaratory judgment action in the name of MERCK and, and TESARO if necessary, AVEO. Each Party shall have the right to be represented in any such action by counsel of its own choice at its own expensechoice. (b) In the event that AVEO elects not to initiate and prosecute an action as provided in paragraph (a), and MERCK elects to do so, the costs of any agreed-upon course of action to terminate infringement of AVEO Patent Rights or misappropriation or misuse of AVEO Know-How, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, shall be [**] by AVEO and MERCK; provided that MERCK shall pay all such costs and shall recoup AVEO’s [**] percent ([**]%) share as a set-off against royalties or milestones until AVEO’s share has been fully paid; provided further that the royalty payment to AVEO in any Calendar Quarter shall not, as a result of the setoffs provided in this section and Section 7.1(d) and the reduction set forth in Section 5.4.5, be reduced by more than [**] percent ([**]%) of the amount otherwise owed to AVEO; and any amounts not able to be reduced due to the immediately foregoing limitation shall be carried forward to future Calendar Quarters for crediting against future royalties in such country. (c) If one Party brings an For any action to terminate any infringement of AVEO Patent Rights or proceeding any misappropriation or misuse of AVEO Know-How, in accordance with Section 9.3(b), the second Party agrees event that MERCK is unable to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and initiate or prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied solely in its own name, AVEO will join such action voluntarily and will execute and cause its Affiliates to the out-of- pocket costs of execute all documents necessary for MERCK to initiate litigation to prosecute and maintain such action. In connection with any action, MERCK and then (i) if TESARO is AVEO will cooperate fully and will provide each other with any information or assistance that either may reasonably request. Each Party shall keep the Party that brings such other informed of developments in any action or proceeding, then AnaptysBio including, to the extent permissible by law, the consultation and approval of any settlement negotiations and the terms of any offer related thereto. (d) Any recovery obtained by either or both MERCK and AVEO in connection with or as a result of any action contemplated by this section, whether by settlement or otherwise, shall be paid shared in order as follows: (i) the Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action; (ii) the other Party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; (iii) the amount of any recovery remaining from ordinary damages shall then be allocated between the Parties such that MERCK shall receive an amount equal to its lost profits or a reasonable royalty on the royaltiesinfringing sales, if anyor whichever measure of damages the court shall have applied, and that AVEO shall receive a reasonable approximation of the royalties and other amounts that MERCK would have been due upon sales of paid to AVEO if MERCK had sold the infringing product products rather than the infringer, and on a pro rata basis taking into consideration the relative economic losses suffered by each Party; and (iv) the amount of any recovery remaining from special or punitive damages shall be [**] in any such award. (e) Any recovery obtained by MERCK or its Related Parties as if a result of any action relating to Third Party infringement based upon MERCK Patent Rights or Joint Patent Rights, whether by settlement or otherwise, shall, after MERCK has recouped all of its costs and expenses incurred in connection with such infringing sales had been action, be deemed to constitute Net Sales of Products for which royalties are payable under Section 5.4. (f) AVEO shall inform MERCK of any certification regarding any AVEO Patent Rights it has received pursuant to either 21 U.S.C. §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or it successor provisions or any similar provisions in a Product sold by or under country in the authority of TESARO, Territory other than the United States and the remaining portion shall provide MERCK with a copy of such certification within five (5) days of receipt. AVEO’s and MERCK’s rights with respect to the initiation and prosecution of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be paid to TESARO, or (iias defined in paragraphs 7.3(a)-(d) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shallhereof; provided, however, AVEO shall exercise its first right to initiate and prosecute any action and shall inform MERCK of such decision within ten (10) days of receipt of the certification, after which time MERCK shall have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, initiate and prosecute such consent not to be unreasonably withheldaction.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, ARCA shall have the first right to initiate and prosecute such legal action at its own expense and in the name of CPEC and ARCA, or to control the defense of any declaratory judgment action relating to Patent Assets. ARCA shall promptly inform CPEC if ARCA elects not to exercise such first right, and CPEC thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of CPEC and, if necessary, ARCA. In no event shall CPEC be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by ARCA elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecuteSubsection 7.3(a), and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio CPEC elects to do so, AnaptysBio the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall have the right to bring and control any such action be borne solely by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expenseCPEC. (c) If one Party brings an For any such legal action or proceeding defense, in accordance with Section 9.3(b)the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the second other Party agrees to be joined as a party plaintiff if will join such action voluntarily and will execute all documents necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of for the Party bringing suit under this Section shall be borne to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by such Party, and any damages ARCA or other monetary awards recovered CPEC shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then : (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, initiated and the remaining portion of such recovery shall be paid to TESAROprosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including attorneys’ fees) incurred in connection with the action, whether the recovery is by settlement or otherwise; (ii) the other Party then shall, to the extent possible, recover its costs and expenses (including attorneys’ fees) incurred in connection with the action; (iii) if AnaptysBio is CPEC initiated and prosecuted, or maintained the Party that brings such action or proceedingdefense of, the action, the amount of any recovery remaining then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement CPEC; and (iv) if ARCA initiated and prosecuted, or consent judgment or other voluntary final disposition maintained the defense of, the action, the amount of any recovery remaining shall be retained by ARCA, except that CPEC shall receive a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim portion equivalent to the effect that royalties it would have received in accordance with the patent protection offered under terms of this Agreement if the infringing sales were deemed Net Sales but limited to not more than 20% of any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldremaining recovery.

Enforcement and Defense. (a) 8.3.1 Each Party shall promptly notify give the other Party written notice of any knowledge it acquires of any potential infringement of the FivePrime Collaboration Patents by a Third Party. Patent Rights (bother than FivePrime Platform Patents) If any or Joint Patent within the Collaboration Patents is infringed Rights by a Third Party in through the making or selling of any country Licensed Product (a “Product Infringement”), within *** days after such Product Infringement comes to such Party’s attention. GSK and FivePrime shall thereafter consult and cooperate fully to determine a course of action, including but not limited to the commencement of legal action by either or both GSK and FivePrime, to terminate any such Product Infringement. However, GSK, upon notice to FivePrime, shall have the first right to initiate and prosecute such legal action at its expense and in the Territory in connection with name of FivePrime and GSK, or to control the manufacturedefense of any declaratory judgment action relating to such Product Infringement, use provided that GSK shall not enter into any settlement or compromise that would materially diminish or adversely affect the scope, exclusivity or duration of any FivePrime Collaboration Patent Rights or Joint Patent Rights or FivePrime’s rights under this Agreement, without FivePrime’s prior written consent. 8.3.2 In the event that GSK elects not to initiate and sale of a product the same as or substantially similar prosecute an action pertaining to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecuteInfringement, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio FivePrime elects to do so, AnaptysBio the costs of any agreed-upon course of action to terminate such Product Infringement, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, shall be borne by FivePrime, except that FivePrime shall not be responsible for any costs incurred by GSK unless such costs were incurred at FivePrime’s written request. FivePrime shall have the right to bring join GSK as a party to such action if GSK is a necessary party to such action. 8.3.3 In connection with any action under this Section 8.3, GSK and control FivePrime will reasonably cooperate and will provide each other with any information or assistance that either may reasonably request. Each Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by counsel law, consultation on and approval of its own choiceany settlement, the status of any settlement negotiations and TESARO the terms of any offer related thereto. Each Party shall have the right to be represented in any such action by counsel of its own choice at its own expenseexpense for any action set forth in this Section 8.3. (c) 8.3.4 If one a Party brings desires to bring an enforcement action or proceeding under a Collaboration Patent, but is unable to do so solely in accordance with Section 9.3(b)its own name, the second other Party agrees to be joined will, at the request of the enforcing Party, join such action as a party plaintiff if and will reasonably cooperate and cause its Affiliates to reasonably cooperate to execute all documents necessary for the enforcing Party to initiate litigation to prosecute and to give maintain such action. 8.3.5 Any recovery obtained by either or both GSK and FivePrime in connection with or as a result of any action contemplated by this Section 8.3, whether by settlement or otherwise, shall be shared in order as follows: a) The Party which initiated and prosecuted the first Party reasonable assistance and authority to file and prosecute the suit. The action shall recoup all of its costs and expenses of incurred in connection with the action; b) The other Party bringing suit under this Section shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; and c) Any remainder shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received retained by the Party controlling such action shall first be applied to the out-of- pocket costs of initiating such action, and then (i) if TESARO in the event GSK is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not remainder shall be deemed Net Sales and subject to be unreasonably withheldthe royalty payments to FivePrime under Section 6.4. 8.3.6 The provisions under Sections 8.3.1 through 8.3.5 shall apply, mutatis mutandis, in the event a Licensed Product becomes a Terminated Product pursuant to Section 10.2 or 10.3 and GSK grants a license to FivePrime under the GSK Evaluation Patents and GSK Licensed Product Patents for the development, manufacture and commercialization of such Terminated Product.

Enforcement and Defense. (a) Each Party shall promptly notify the other Party in writing if it becomes aware of any knowledge it acquires Third Party actions which may constitute misappropriation or unauthorized use of the Licensed Compound Know-How and/or any potential Licensed Manufacturing Know-How, infringement of the Collaboration Licensed Compound Patents, Licensed Formulation Patents by and/or Licensed Manufacturing IP, or a Third Party. (b) If any Patent within claim to invalidate or contest the Collaboration Patents is infringed by a enforceability of one or more such patents. Any such notice shall identify the Third Party and describe the relevant actions in any country in sufficient detail to enable the Territory in connection with other Party to evaluate the manufacturealleged misappropriation, use and sale of a product the same as infringement or substantially similar to a Product in the Field in such country, TESARO other action. *** shall have the primary first right, but not the obligation, to institutetake action to enforce any misappropriation of Licensed Compound Know-How or to enforce or defend the Licensed Compound Patents and the Licensed Formulation Patents in the Field at its sole cost. *** shall reasonably cooperate with *** to enable *** to take such action, prosecuteincluding joining such action as a party plaintiff if required by applicable laws to pursue such action and if indemnified by ***. In the event that *** does not take action to defend or enforce, and control any action as applicable, the relevant intellectual property in the Field within *** of becoming aware of the potential misappropriation, infringement or proceeding with respect to such infringement of such Patentother action, by counsel of its own choice, and AnaptysBio *** shall have the right, at its own expensebut not the obligation, to be represented in that take action to enforce or defend such patents *** at ***’s sole cost. In such event, *** shall reasonably cooperate with *** to enable *** to take such action, including joining such action as a party plaintiff if required by counsel applicable laws to pursue such action and if indemnified by ***. The enforcing Party shall not enter into any settlement or undertake any other action without the prior written consent of the other Party which would (i) invalidate or otherwise render the relevant patents unenforceable, (ii) constitute an admission on behalf of the other Party, (iii) impose any injunction or other similar restrictions upon the other Party or its own choiceAffiliates, or (iv) obligate the other Party to pay any damages or to incur any other financial obligations. If TESARO fails to bring an action or proceeding within a period The enforcing Party shall keep the other Party regularly informed of one hundred twenty (120) days after a request by AnaptysBio to do sothe status and progress of such enforcement efforts, AnaptysBio shall have reasonably consider the right to bring and control other Party’s comments on any such action by counsel of its own choiceefforts, and TESARO shall have seek consent of the right to be represented other Party in any important aspects of such action enforcement, including determination of litigation strategy and filing of material papers to the competent court, which consent shall not be unreasonably withheld or delayed. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. (c) If one , but such Party brings an action or proceeding in accordance shall at all times cooperate fully with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suitenforcing Party. The costs and expenses of the enforcing Party bringing a claim, suit or action under this Section 5.4 shall be borne solely responsible for any expenses incurred by such Party, and any damages or other monetary awards recovered shall be shared Party as follows: The amount a result of such recovery actually received by the claim, suit or action. If such Party controlling recovers monetary damages in such action shall first be applied to the out-of- pocket costs of such claim, suit or action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldallocated ***.

Enforcement and Defense. (a) Each Party shall promptly notify the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio shall have the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- of-pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Parties notice of either any infringement of Patent Assets, or any misappropriation or misuse of Transcell Know-How or Interneuron Know-How, that comes to such Party's attention. The Parties shall thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any or all of the Parties. However, Licensors, upon notice to Merck, shall have the first right to initiate and prosecute such legal action at their own expense and in the name of Transcell and/or Interneuron, as applicable, and Merck, or to control the defense of any knowledge it acquires declaratory judgment action relating to Transcell and Interneuron Intellectual Property. Licensors shall promptly inform Merck if both Licensors elect not to exercise such first right, and Merck thereafter shall have the right either to initiate and prosecute such action or to control the defense of any potential infringement such declaratory judgment action in the name of the Collaboration Patents by a Third PartyMerck and, if necessary, Transcell or Interneuron. (b) If Licensors elect not to initiate and prosecute an infringement action as provided in Subsection 7.4(a), and Merck elects to do so, the cost of any Patent within agreed-upon course of action, including the Collaboration Patents costs of any legal action commenced or the defense of any declaratory judgment, shall be borne solely by Merck. (c) For any such legal action, in the event that any Party is infringed by a Third unable to initiate or prosecute such action solely in its own name, the other Parties will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the Party to prosecute and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. Each Party shall keep the other informed of developments in any country in such action or proceeding, including, to the Territory extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. (d) Any recovery obtained by Merck or either Licensor shall be shared as follows: (i) the Party that initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the manufactureaction, use and sale of a product whether by settlement or otherwise; (ii) the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses incurred in connection with the action; (iii) if Licensors initiated and prosecuted the action, the amount of any recovery remaining then shall be retained by Licensors; and (iv) if Merck initiated and control prosecuted the action, the amount of any action recovery remaining shall be retained by Merck except that Licensors shall receive a portion equivalent to the royalties they would have received on such amount. (e) Each Licensor shall inform Merck of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C.ss.ss.355(b)(2)(A)(iv) or proceeding (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide Merck with a copy of such certification within five (5) days of receipt. Licensors' and Merck's rights with respect to such infringement the initiation and prosecution of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.4(a) through (d); provided, by counsel however, that Licensors shall exercise the first right to initiate and prosecute any action and shall inform Merck of its own choicesuch decision within fifteen days of receipt of the certification, after which time, if Licensors have not advised Merck of their intention to initiate and AnaptysBio shall have the rightprosecute such action, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio Merck shall have the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file initiate and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party's attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, INDEVUS shall have the first right to initiate and prosecute such legal action at its own expense and in the name of ATLANTIC and INDEVUS, or to control the defense of any declaratory judgment action relating to Patent Assets. INDEVUS shall promptly inform ATLANTIC if INDEVUS elects not to exercise such first right, and ATLANTIC thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of ATLANTIC and, if necessary, INDEVUS. In no event shall ATLANTIC be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by INDEVUS elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in Subsection 7.3(a), and ATLANTIC elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by ATLANTIC. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by INDEVUS or ATLANTIC shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with the manufactureaction, use and sale of a product whether the same as recovery is by settlement or substantially similar to a Product in otherwise; (ii) the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action; (iii) if ATLANTIC initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by ATLANTIC; and (iv) if INDEVUS initiated and control prosecuted, or maintained the defense of, the action, the amount of any action recovery remaining shall be retained by INDEVUS, except that ATLANTIC shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement if such amount were deemed Net Sales. (e) ATLANTIC shall inform INDEVUS of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C.ss.ss.355(b)(2)(A)(iv) or proceeding (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide INDEVUS with a copy of such certification within five (5) days of receipt. ATLANTIC's and INDEVUS' rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(d) (i) through (iv); provided, by counsel however, that INDEVUS shall exercise the first right to initiate and prosecute, or defend, any action and shall inform ATLANTIC of such decision within fifteen (15) days of receipt of the certification, after which time, if INDEVUS has not advised ATLANTIC of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio ATLANTIC shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party's attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, INDEVUS shall have the first right to initiate and prosecute such legal action at its own expense and in the name of ATLANTIC and INDEVUS, or to control the defense of any declaratory judgment action relating to Patent Assets. INDEVUS shall promptly inform ATLANTIC if INDEVUS elects not to exercise such first right, and ATLANTIC thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of ATLANTIC and, if necessary, INDEVUS. In no event shall ATLANTIC be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by INDEVUS elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in Subsection 7.3(a), and ATLANTIC elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by ATLANTIC. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by INDEVUS or ATLANTIC shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with the manufactureaction, use and sale of a product whether the same as recovery is by settlement or substantially similar to a Product in otherwise; (ii) the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action; (iii) if ATLANTIC initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by ATLANTIC; and (iv) if INDEVUS initiated and control prosecuted, or maintained the defense of, the action, the amount of any action recovery remaining shall be retained by INDEVUS, except that ATLANTIC shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement if such amount were deemed Net Sales. (e) ATLANTIC shall inform INDEVUS of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. (S)(S)355(b)(2)(A)(iv) or proceeding (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide INDEVUS with a copy of such certification within five (5) days of receipt. ATLANTIC's and INDEVUS' rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(d) (i) through (iv); provided, by counsel however, that INDEVUS shall exercise the first right to initiate and prosecute, or defend, any action and shall inform ATLANTIC of such decision within fifteen (15) days of receipt of the certification, after which time, if INDEVUS has not advised ATLANTIC of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio ATLANTIC shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify (and in any event within 20 Business Days) give the other Parties notice of any knowledge it acquires infringement in the Territory of any potential patent application or patent included in the Patent Assets that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, MEDICINOVA shall have the first right to initiate and prosecute such legal action at its own expense and in the name of RIKEN, MIKOSHIBA and/or MEDICINOVA, or to control the defense of any declaratory judgment action relating to the Patent Assets. MEDICINOVA shall have a period of 40 Business Days from becoming aware of any such infringement to inform RIKEN if MEDICINOVA elects not to exercise such first right. RIKEN shall, if MEDICINOVA either elects not to exercise such first right or fails to make such election within such period of 40 Business Days, have the Collaboration Patents by a Third Partyright either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of RIKEN and MIKOSHIBA, and if necessary, MEDICINOVA. (b) If any Patent within the Collaboration Patents is infringed by MEDICINOVA elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in Subsection 7.3(a), and RIKEN elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by RIKEN. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and ** CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by MEDICINOVA or RIKEN shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the manufactureaction, use and sale of a product whether the same as recovery is by settlement or substantially similar to a Product in otherwise; (ii) the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the action; (iii) if RIKEN initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by RIKEN; and (iv) if MEDICINOVA initiated and control prosecuted, or maintained the defense of, the action, the amount of any action recovery remaining shall be retained by MEDICINOVA, except that RIKEN shall receive a portion equivalent to the royalties or proceeding other payments it would have received under this Agreement if such amount were deemed Net Sales. (e) Either LICENSOR shall inform MEDICINOVA of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. §§ 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under Canada’s Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide MEDICINOVA with a copy of such certification within five (5) days of receipt. RIKEN’S and MEDICINOVA’s rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(d) (i) through (iv); provided, by counsel however, that MEDICINOVA shall exercise the first right to initiate and prosecute, or defend, any action and shall inform RIKEN of such decision within fifteen (15) days of receipt of the certification, after which time, if MEDICINOVA has not advised RIKEN of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio RIKEN shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party's attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, PATHOGENICS shall have the first right to initiate and prosecute such legal action at its own expense and in the name of ALPHA RESEARCH, XXXXXX and PATHOGENICS, or to control the defense of any declaratory judgment action relating to Patent Assets. PATHOGENICS shall promptly inform ALPHA RESEARCH if PATHOGENICS elects not to exercise such first right, and ALPHA RESEARCH thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of ALPHA RESEARCH, XXXXXX and, if necessary, PATHOGENICS. In no event shall ALPHA RESEARCH or XXXXXX be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by either Party elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecuteSubsection 7.3(a), and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio other Party elects to do so, AnaptysBio the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall have be borne solely by the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expenseelecting Party. (c) If one Party brings an For any such legal action or proceeding defense, in accordance with Section 9.3(b)the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the second other Party agrees to be joined as a party plaintiff if will join such action voluntarily and will execute all documents necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of for the Party bringing suit under this Section shall be borne to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by such Party, and any damages PATHOGENICS or other monetary awards recovered ALPHA RESEARCH shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then : (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, initiated and the remaining portion of such recovery shall be paid to TESAROprosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action, whether the recovery is by settlement or otherwise; (ii) the other Party then shall, to the extent possible, recover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action; (iii) if AnaptysBio is ALPHA RESEARCH initiated and prosecuted, or maintained the Party that brings such action or proceedingdefense of, the action, the amount of any recovery remaining then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement ALPHA RESEARCH; and (iv) if PATHOGENICS initiated and prosecuted, or consent judgment or other voluntary final disposition maintained the defense of, the action, the amount of any recovery remaining shall be retained by PATHOGENICS, except that ALPHA RESEARCH shall receive a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim portion equivalent to the effect that royalties it would have received in accordance with the patent protection offered under any part terms of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, this Agreement if such consent not to be unreasonably withheldamount were deemed Net Sales.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Parties notice of either any infringement of Patent Assets, or any misappropriation or misuse of Transcell Know-How or Interneuron Know-How, that comes to such Party's attention. The Parties shall thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any or all of the Parties. However, Licensors, upon notice to Merck, shall have the first right to initiate and prosecute such legal action at their own expense and in the name of Transcell and/or Interneuron, as applicable, and Merck, or to control the defense of any knowledge it acquires declaratory judgment action relating to Transcell and Interneuron Intellectual Property. Licensors shall promptly inform Merck if both Licensors elect not to exercise such first right, and Merck thereafter shall have the right either to initiate and prosecute such action or to control the defense of any potential infringement such declaratory judgment action in the name of the Collaboration Patents by a Third PartyMerck and, if necessary, Transcell or Interneuron. (b) If Licensors elect not to initiate and prosecute an infringement action as provided in Subsection 7.4(a), and Merck elects to do so, the cost of any Patent within agreed-upon course of action, including the Collaboration Patents costs of any legal action commenced or the defense of any declaratory judgment, shall be borne solely by Merck. (c) For any such legal action, in the event that any Party is infringed by a Third unable to initiate or prosecute such action solely in its own name, the other Parties will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the Party to prosecute and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. Each Party shall keep the other informed of developments in any country in such action or proceeding, including, to the Territory extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. (d) Any recovery obtained by Merck or either Licensor shall be shared as follows: (i) the Party that initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the manufactureaction, use whether by settlement or otherwise; (ii) the other Party then shall, to the extent possible, recover its costs and sale expenses incurred in connection with the action; (iii) if Licensors initiated and prosecuted the action, the amount of any recovery remaining then shall be retained by Licensors; and (iv) if Merck initiated and prosecuted the action, the amount of any recovery remaining shall be retained by Merck except that Licensors shall receive a product portion equivalent to the same as or substantially similar royalties they would have received on such amount. The information below marked by * and [ ] has been omitted pursuant to a Product in request for confidential treatment. The omitted portion has been separately filed with the Field in Commission. -------------------------------------------------------------------------------- (e) Each Licensor shall inform Merck of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. sx.xx. 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide Merck with a copy of such country, TESARO shall have the primary right, but not the obligation, to institute, prosecute, certification within five (5) days of receipt. Licensors' and control any action or proceeding Merck's rights with respect to such infringement the initiation and prosecution of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.4(a) through (d); provided, by counsel however, that Licensors shall exercise the first right to initiate and prosecute any action and shall inform Merck of its own choicesuch decision within fifteen days of receipt of the certification, after which time, if Licensors have not advised Merck of their intention to initiate and AnaptysBio shall have the rightprosecute such action, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio Merck shall have the right to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file initiate and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other party notice of any knowledge it acquires infringement of Isis Research Patent Assets, or any misappropriation or misuse of Isis Research Know-How, that comes to such Party's attention. The Parties shall thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by one or both of the Parties. Merck shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Merck and if necessary, Isis, or to control the defense of any potential infringement declaratory judgment action relating to Isis Research Patent Assets or Isis Research Know-How. Merck shall promptly inform Isis if it elects not to exercise such first right, and Isis thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the Collaboration Patents by a Third Partyname of Isis. (b) If any Patent within the Collaboration Patents is infringed by a Third Party Merck elects not to initiate and prosecute an infringement action as provided in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, to institute, prosecuteSubsection 7.4(a), and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio Isis elects to do so, AnaptysBio the cost of any agreed upon course of action, including the costs of any legal action commenced or the defense of any declaratory judgment, shall have the right to bring and control any such action be borne solely by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expenseIsis. (c) If one For any such legal action, in the event that any Party brings an is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the Party to prosecute and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request Each Party shall keep the other informed of developments in any such action or proceeding in accordance with Section 9.3(b)proceeding, including, to the extent permissible by law, the second Party agrees to be joined as a party plaintiff if necessary status of any settlement negotiations and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses terms of the Party bringing suit under this Section shall be borne any offer related thereto. (d) Any recovery obtained by such Party, and any damages Merck or other monetary awards recovered Isis shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then : (i) if TESARO is the Party that brings such initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action, whether by settlement or proceedingotherwise; (ii) the other Party shall then, then AnaptysBio shall be paid an amount equal to the royaltiesextent possible, if any, that would have been due upon sales of recover its costs and expenses incurred in connection with the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and action; (iii) the remaining portion of such recovery shall be paid allocated between the parties on a pro rata basis under which Isis shall receive a proportion based on the royalties it lost and Merck shall receive a proportion based on its lost profits. (e) Isis shall inform Merck of any certification regarding any Isis Research Patent Assets it has received pursuant to TESARO, either 21 U.S.C. Sections 355(b)(2)(A)(iv) or (iij)(2)(A)(vii)(IV) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide Merck with a copy of such certification within five (5) business days of receipt. Isis's and Merck's rights with respect to the initiation and prosecution of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldallocated as defined in Subsections 7.4(a) through (d).

Enforcement and Defense. (a) Each If either Party becomes aware of any Third Party activity in the Territory, including any Development activity (whether or not an exemption from infringement liability for such Development activity is available under applicable law) that infringes (or that is directed to the Development of a product that would infringe) an Akebia Patent, a Joint Patent or a Licensee Patent covering Improvements, then the Party becoming aware of such activity shall promptly notify give prompt written notice to the other of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third PartyParty regarding such alleged infringement. (b) If any Patent within the Collaboration As to Akebia Patents is infringed by a Third Party in any country in the Territory in connection with the manufactureand Joint Patents, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO Akebia shall have the primary first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect attempt to resolve such infringement of such Patent, Third Party activity by counsel of its own choice, and AnaptysBio shall have the right, commercially appropriate steps at its own expense, to be represented in that action by including the filing of an infringement suit using counsel of its own choice. If TESARO Xxxxxx fails to bring an action resolve such Third Party activity or proceeding to initiate a suit with respect thereto within a period of one hundred twenty (120) [***] days after a request by AnaptysBio to do sothe notice provided under Section 9.07 (Enforcement and Defense), AnaptysBio then, with Xxxxxx’s written consent (which shall not be unreasonably withheld, conditioned or delayed), Licensee shall have the right right, but not the obligation, to bring and control any attempt to resolve such action Third Party activity by commercially appropriate steps at its own expense, including the filing of an infringement suit using counsel of its own choice. As to Licensee Patents that cover Improvements, Licensee shall have the first right, but not the obligation, to attempt to resolve such Third Party activity by commercially appropriate steps at its own expense, including the filing of an infringement suit using counsel of its own choice. If Licensee fails to resolve such Third Party activity or to initiate a suit with respect thereto within [***] days after the notice provided under Section 9.07 (Enforcement and TESARO Defense), then, with Licensee’s written consent (which shall not be unreasonably withheld, conditioned or delayed), Xxxxxx shall have the right, but not the obligation, to attempt to resolve such Third Party activity by commercially appropriate steps at its own expense, including the filing of an infringement suit using counsel of its own choice. (c) Any amounts recovered by a Party as a result of an action pursuant to this Section 9.07 (Enforcement and Defense), whether by settlement or judgment, shall be allocated, after deducting both Parties’ internal and external costs associated with the enforcement action, as follows: Licensee shall receive [***] of any amounts recovered and Akebia shall receive [***] of any amounts recovered under this Section 9.07 (Enforcement and Defense). (d) In any event, at the request and expense of the Party bringing an infringement action under this Section 9.07 (Enforcement and Defense), the other Party shall provide reasonable assistance in any such action (including entering into a common interest agreement if reasonably deemed necessary by any Party) and to be joined as a party to the suit if necessary for the initiating Party to bring or continue an infringement action hereunder. Neither Party may settle any action or proceeding brought under this Section 9.07 (Enforcement and Defense) in a manner that materially adversely affects the other Party’s interest in the Akebia Patents, Joint Patents or Licensee Patents covering Improvements, or knowingly take any other action in the course thereof, without the written consent of such other Party. Each Party shall always have the right to be represented in any such action by counsel of its own choice at selection and its own expense. (c) If one expense in any suit or other action instituted by the other Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees pursuant to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, 9.07 (Enforcement and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldDefense).

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as any patent application or substantially similar to a Product patent included in the Field in XXXXXXXX Patent Assets that comes to such countryParty’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, TESARO including, without limitation, the commencement of legal action by any Party. However, INDEVUS shall have the primary right, but not the obligation, first right to institute, prosecute, initiate and control any prosecute such legal action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, at its own expenseexpense and in the name of XXXXXXXX and INDEVUS, or to be represented in that control the defense of any declaratory judgment action by counsel of its own choicerelating to XXXXXXXX Patent Assets. If TESARO fails INDEVUS shall promptly inform XXXXXXXX if INDEVUS elects not to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do soexercise such first right, AnaptysBio and XXXXXXXX thereafter shall have the right either to bring and control any such action by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file initiate and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to control the royaltiesdefense of such declaratory judgment action in the name of XXXXXXXX and, if anynecessary, that would have been due upon sales INDEVUS. In no event shall XXXXXXXX be obligated to enforce or defend any of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suitXXXXXXXX Patent Assets. Neither Party shall, however, have the right to shall enter into any settlement or consent to compromise of any claim relating to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, XXXXXXXX Patent Assets licensed hereunder without the consent of the other Party, such which consent shall not to be unreasonably withheld. (b) If INDEVUS elects not to initiate and prosecute an infringement or defend a declaratory judgment action in any country in the Territory as provided in Subsection 7.3(a), and XXXXXXXX elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by XXXXXXXX. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by INDEVUS or XXXXXXXX shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the action, whether the recovery is by settlement or otherwise; (ii) the other Party then shall, to the extent possible, recover its costs and expenses (including reasonable attorneys’ fees) incurred in connection with the action; (iii) if XXXXXXXX initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by XXXXXXXX; and (iv) if INDEVUS initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by INDEVUS, except that XXXXXXXX shall receive a portion equivalent to the royalties it would have received in accordance with the terms of this Agreement if such amount were deemed Net Sales of INDEVUS. (e) XXXXXXXX shall inform INDEVUS of any certification regarding any XXXXXXXX Patent Assets it has received pursuant to either 21 U.S.C. §§ 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under Canada’s Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide INDEVUS with a copy of such certification within five (5) days of receipt. XXXXXXXX’x and INDEVUS’ rights with respect to the initiation and prosecution, or defense, of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(d) (i) through (iv); provided, however, that INDEVUS shall have the first right to initiate and prosecute, or defend, any action and shall inform XXXXXXXX of such decision within fifteen (15) days of receipt of the certification, after which time, if INDEVUS has not advised XXXXXXXX of its intention to initiate and prosecute, or defend, such action, XXXXXXXX shall have the right to initiate and prosecute, or defend, such action.

Enforcement and Defense. (a) 7.3.1 Each Party shall promptly notify give the other Party notice of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as any patent application or substantially similar to a Product patent included in the Field in US Genomics Patent Rights or Rosetta Genomics Patent Rights that comes to such countryParty’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action with respect to jointly owned patent rights, TESARO including, without limitation, the commencement of legal action by either Party. Each Party solely owning patent rights hereunder shall have the primary rightsole right to initiate and prosecute such legal action against any such infringer at its own expense in its own name or to control the defense of any declaratory judgment action relating to such patent rights. 7.3.2 For any such legal action or defense, but not in the obligation, event that any Party is unable to instituteinitiate, prosecute, and control any or defend such action or proceeding with respect to such infringement of such Patent, by counsel of solely in its own choicename, and AnaptysBio the other Party shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio shall have the right to bring and control any join such action by counsel of its own choice, voluntarily and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if execute all documents reasonably necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of for the Party bringing suit under this Section shall be borne by to prosecute, defend and maintain such Party, and action. In connection with any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, the Parties will cooperate and then (i) if TESARO is will provide each other with any information or assistance that either reasonably may request. Each Party shall keep the Party that brings other informed of developments in any such action or proceeding, then AnaptysBio including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. 7.3.3 Any recovery obtained by Rosetta Genomics or US Genomics in any such action or proceeding shall be paid an amount equal to shared as follows in the royaltiesfollowing order of priority: (i) the Party that initiated and prosecuted or maintained the defense of, if anythe action, that would have been due upon sales shall recoup all of its costs and expenses incurred in connection with the infringing product as if such infringing sales had been Net Sales of a Product sold action, whether by settlement or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or otherwise; (ii) the other Party shall next recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; (iii) if AnaptysBio is US Genomics initiated and prosecuted, or maintained the Party that brings such action or proceedingdefense of, the action, the amount of any recovery remaining then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement US Genomics; and (iv) if Rosetta Genomics initiated and prosecuted, or consent judgment or other voluntary final disposition maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta Genomics, except that US Genomics shall receive a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim portion equivalent to the effect that the patent protection offered under any part of the Collaboration Patents royalties they would be materially negatively affected, without the consent of the other Party, have received on such consent not to be unreasonably withheldremaining amount if such amount were deemed Net Sales.

Enforcement and Defense. (a) Each If either Party learns of any infringement of Licensed Patent Rights, such Party shall promptly notify the other Party of any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. such infringement. NEUROGEN (bor its Sublicensee) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligation, first right to institute, prosecute, initiate and control prosecute any legal action or proceeding with respect to such for infringement of such Patent, by counsel of its own choice, and AnaptysBio shall have the right, Licensed Patent Rights at its own expenseexpense and in the name of NEUROGEN (and, if appropriate, WYETH), or to be represented in that control the defense of any declaratory judgment action by counsel of its own choicerelating to Licensed Patent Rights. If TESARO fails NEUROGEN shall inform WYETH if it elects not to bring an action or proceeding exercise such first right within a period of one hundred twenty (120) days after a request by AnaptysBio to do so180 days, AnaptysBio and WYETH thereafter shall have the right either to bring initiate and control any prosecute such action by counsel or to control the defense of such declaratory judgment action at its own choiceexpense in the name of WYETH and, and TESARO if necessary, in the name of NEUROGEN. Each Party shall have the right be entitled to be represented in any such action by counsel of its own choice at its own expense. (cb) If one For any such action, if either Party brings an is unable to initiate or prosecute such action solely in its own name or proceeding in accordance with Section 9.3(b)if desired to obtain a more effective remedy, the second other Party agrees will join such action voluntarily and will execute all documents necessary to be joined as a party plaintiff if necessary initiate litigation to prosecute and to give maintain such action with the first Party reasonable assistance and authority to file and prosecute the suit. The costs and other Party’s expenses of paid for by the Party bringing suit under this Section shall be borne by such Party, and action. In connection with any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, WYETH and then (i) if TESARO is NEUROGEN will cooperate fully and will provide each other with any information or assistance that either reasonably requests. Each Party shall keep the Party that brings other informed of developments in any such action or proceeding, then AnaptysBio including, to the extent permissible by law, the consultation and approval of any offer related thereto. (c) Any recovery obtained by either or both WYETH and NEUROGEN in connection with or as a result of any action contemplated by this Section, whether by settlement or otherwise, shall be paid an used to first reimburse the Party bringing such action for its reasonable attorney’s fees and other expenses in making such recovery. Any amount equal that remains after reimbursement of the Party bringing such action (“Remaining Proceeds”) shall be used to reimburse the royaltiesother Party for its reasonable expenses not previously reimbursed and incurred as a necessary cost in support of the legal proceedings, if any. Finally, the Remaining Proceeds, if any, that would have been due upon sales after reimbursement of the infringing product expenses described above shall: (i) if NEUROGEN has brought the action NEUROGEN shall retain 100% of the Remaining Proceeds but the Remaining Proceeds shall be treated as if such infringing sales had been Net Sales subject to the payment of a Product sold by or under the authority of TESAROroyalty to WYETH, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is WYETH has brought the action, WYETH shall retain 100% of the Remaining Proceeds. (d) Each Party that brings such action shall inform the other Party of any certification regarding any Patents comprising any of the Licensed Patents Rights it has received pursuant to either 21 U.S.C. §§ 355(b)(2)(A)(iv) or proceeding, then (j)(2)(A)(vii)(IV) or its successor provisions or any similar provisions in a country in the remaining portion Territory other than the United States. WYETH shall provide to NEUROGEN a copy of such certification within five (5) days of receipt by WYETH. NEUROGEN’s and WYETH’s rights with respect to the initiation and prosecution of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition as defined for Patents above; provided, that NEUROGEN shall determine whether to exercise its first right to initiate and prosecute any action regarding applicable Patents and shall inform WYETH of a suit under this Section 9.3 may be entered into without the consent such decision within ten (10) days of NEUROGEN’s receipt of the Party not bringing the suit. Neither Party shallcertification, however, after which time WYETH shall have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, initiate and prosecute such consent not to be unreasonably withheldaction.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party's attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the Collaboration Patents commencement of legal action by a Third any Party. However, Interneuron, upon notice to HDCI, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of HDCI and Interneuron, or to control the defense of any declaratory judgment action relating to Patent Assets. Interneuron shall promptly inform HDCI if Interneuron elects not to exercise such first right, and HDCI thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of HDCI and, if necessary, Interneuron. In no event shall Interneuron enter into any settlement which would adversely affect the Patent Assets in any material respect without the prior written consent of HDCI, which consent shall not be unreasonably withheld. (b) If any Patent within the Collaboration Patents is infringed by Interneuron elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in Subsection 7.3(a), and HDCI elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by HDCI. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. Each Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. (d) Any recovery obtained by Interneuron or HDCI shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses incurred in connection with the manufactureaction, use and sale of a product whether by settlement or otherwise; (ii) the same as or substantially similar to a Product in the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses incurred in connection with the action; (iii) if HDCI initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by HDCI; and (iv) if Interneuron initiated and control prosecuted, or maintained the defense of, the action, the amount of any action recovery remaining shall be retained by Interneuron except that HDCI shall receive a portion equivalent to the royalties they would have received on such remaining amount if such amount were deemed Net Sales and the Royalty Buy-Out Option has not been exercised. (e) HDCI shall inform Interneuron of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. (S)(S) 355(b)(2)(A)(iv) or proceeding (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide Interneuron with a copy of such certification within five (5) days of receipt. HDCI `s and Interneuron's rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(a) through (d); provided, by counsel however, that Interneuron shall exercise the first right to initiate and prosecute, or defend, any action and shall inform HDCI of such decision within fifteen (15) days of receipt of the certification, after which time, if Interneuron has not advised HDCI of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio HDCI shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that comes to such Party's attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, Interneuron shall have the first right to initiate and prosecute such legal action at its own expense and in the name of XXXXXX and Interneuron, or to control the defense of any declaratory judgment action relating to Patent Assets. Interneuron shall promptly inform XXXXXX if Interneuron elects not to exercise such first right, and XXXXXX thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of XXXXXX and, if necessary, Interneuron. In no event shall XXXXXX be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by Interneuron elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Exclusive Territory as provided in Subsection 7.3(a), and XXXXXX elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by XXXXXX. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by Interneuron or XXXXXX shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with the manufactureaction, use and sale of a product whether the same as recovery is by settlement or substantially similar to a Product in otherwise; (ii) the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action; (iii) if XXXXXX initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by XXXXXX; and (iv) if Interneuron initiated and control prosecuted, or maintained the defense of, the action, the amount of any action recovery remaining shall be retained by Interneuron, except that XXXXXX shall receive a portion equivalent to the royalties or proceeding other payments he would have received in accordance with the terms of this Agreement if the infringing sales had been made by Interneuron or its sublicensee(s). (e) XXXXXX shall inform Interneuron of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. (S)(S) 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide Interneuron with a copy of such certification within five (5) days of receipt. XXXXXX`s and Interneuron's rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3(a) through (d); provided, by counsel --------- however, that Interneuron shall exercise the first right to -------- initiate and prosecute, or defend, any action and shall inform XXXXXX of such decision within fifteen (15) days of receipt of the certification, after which time, if Interneuron has not advised XXXXXX of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio XXXXXX shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each If either Party learns of any infringement of NEUROGEN Patents, MSD Patents or Joint Patents, such Party shall promptly notify the other Party of such infringement. MSD and NEUROGEN thereafter shall consult and cooperate fully to determine a course of action including the commencement of legal action by either or both of MSD and NEUROGEN, to terminate any knowledge it acquires of any potential infringement of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacturesuch Patents. However, use and sale of a product the same as or substantially similar NEUROGEN, upon notice to a Product in the Field in such countryMSD, TESARO shall have the primary first right to initiate and prosecute such legal action at its own expense and in the name of NEUROGEN (and, if appropriate, MSD), or to control the defense of any declaratory judgment action relating to NEUROGEN Patents other than as such NEUROGEN Patents include NEUROGEN’s interest in Joint Patents. NEUROGEN promptly shall inform MSD if it elects not to exercise such first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to if such infringement of such Patentmaterially adversely affects MSD’s efforts under this Agreement, by counsel of its own choice, and AnaptysBio MSD thereafter shall have the rightright either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MSD and, at its own expenseif necessary, NEUROGEN. Each Party shall be entitled to be represented in that action by counsel of its own choice. MSD shall have the first right to initiate and prosecute such legal actions for MSD Patents and Joint Patents at its own expense. If TESARO fails NEUROGEN elects not to bring initiate and prosecute an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio as provided in Section 8.5(a), and MSD elects to do so, AnaptysBio shall have the right cost of any agreed upon course of action to bring and control terminate infringement of NEUROGEN Patents including the costs of any such legal action by counsel commenced or the defense of its own choiceany declaratory judgment, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b), the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such PartyMSD exclusively. For any action to terminate any infringement of Patents, and any damages if either Party is unable to initiate or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling prosecute such action shall first be applied solely in its own name or if desired to obtain a more effective remedy, the out-of- pocket costs of other Party will join such action voluntarily and will execute all documents necessary to initiate litigation to prosecute and maintain such action. In connection with any such action, MSD and then (i) if TESARO is NEUROGEN will cooperate fully and will provide each other with any information or assistance that either reasonably requests. Each Party shall keep the Party that brings other informed of developments in any such action or proceeding, then AnaptysBio including, to the extent permissible by law, the consultation and approval of any offer related thereto. Any recovery obtained by either or both MSD and NEUROGEN in connection with or as a result of any action contemplated by this Section, whether by settlement or otherwise, shall be paid an amount equal to shared in order as follows: (i) the royalties, if any, that would have been due upon sales Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or action; (ii) if AnaptysBio is the other Party that brings such action or proceedingshall then, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that extent possible, recover its costs and expenses incurred in connection with the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.action; and

Enforcement and Defense. (a) Each Party shall party will promptly notify give the other party notice upon becoming aware of any knowledge it acquires instance of infringement of any potential infringement Licensed Patents in the FOU (“Notice of Infringement”). If the infringing activity is solely within the FOU and there are no Exclusive Licensees of the Collaboration Patents by a Third Party. (b) If any Patent within the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufactureLicensed Patents, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO Licensee shall have the primary first right, at its discretion, but not the obligation, to instituteinitiate, prosecute, direct and control settle any infringement action or proceeding with respect validity defense relating to such infringement of such Patentthe Licensed Patents (“Litigation”), at its own expense and by counsel of its own choice, and AnaptysBio ISF1 shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio shall have the right to bring and control any such action by counsel of its own choice. IfISF1 does not elect to be represented in such Litigation, Licensee shall reimburse ISF1 for all reasonable and TESARO customary costs and expenses incurred by ISF1 in cooperating with any reasonable requests made by Licensee including being joined to the Litigation proceeding. In all other cases of infringement of the Licensed Patents, ISF1 shall have the right first right, at its discretion, but not the obligation, to initiate, direct and settle any Litigation, provided that any settlement agreement granting rights under the Licensed Patents within the FOU requires Licensee’s prior written consent (not to be unreasonably withheld, delayed or conditioned by Licensee), and, to the extent such infringement is in the FOU, Licensee shall have the right, at its own expense, to be represented in any such action by counsel of its own choice choice. All Litigation by either party under this Section 7.5 shall be subject to the following: (a) The party having the first right to initiate, direct and settle any Litigation with respect to infringement of the Licensed Patents under this Section 7.5 (the “First Right Party”) will provide the other party with written notice as to whether or not it intends to initiate such Litigation (“Initiation Notice”) within ninety (90) days following Notice of Infringement, and, if ISF1 is the First Right Party, that Initiation Notice will include ISF1’s good faith estimate of the expense of such Litigation. (b) If Licensee is the First Right Party with respect to any infringement of the Licensed Patents, and Licensee either notifies ISF1 within such 90-day period that Licensee does not intend to initiate Litigation with respect to such infringement, or Licensee fails to provide any Initiation Notice to ISF1 within such 90-day period, then ISF1 shall have the right, at its own discretion, but not the obligation, to initiate, direct and settle Litigation with respect to such infringement at ISP1’s expense, provided that any settlement agreement granting rights under the Licensed Patents within the FOU requires Licensee’s prior written consent (not to be unreasonably withheld, delayed or conditioned by Licensee), and Licensee shall not share in any recovery from such Litigation. (c) If one (A) ISF1 is the First Right Party brings an action or proceeding with respect to any infringement of the Licensed Patents, (B) the infringing activity is both within and outside of the FOU, and (C) ISF1’s Initiation Notice specifies that ISF1 intends to initiate Litigation, then, except as set forth in accordance with Section 9.3(b7.5(d), such expenses shall be equitably allocated among such fields of use outside of the second FOU and the FOU, by reasonable agreement between ISF1, all Exclusive Licensees and Licensee (“Expense Allocation”). If ISF1, any Exclusive Licensee and Licensee are unable to reach agreement concerning the Expense Allocation within thirty (30) days of the Initiation Notice, ISF1 shall reasonably and in good faith allocate such expenses equitably taking into equal account the reasonable interests of Licensee, each Exclusive Licensee and ISF1, provided that in no event shall Licensee’s Expense Allocation exceed 75% without the express written consent of Licensee. If Licensee agrees in writing to pay its share of the expenses as allocated in this Section 7.5(c) within forty (40) days of the Initiation Notice, ISF1 will permit Licensee to defer reimbursement for the Licensee’s allocation of expenses. Subject to Section 7.5(f), in no event may such deferment be later than sixty (60) days after the final adjudication, entry of a settlement agreement or dismissal of the Litigation. In addition, if the actual expenses of such Litigation exceed [***] of ISF1’s good faith estimate of such expenses as set forth in its Initiation Notice, Licensee shall not be obligated to pay more than its Expense Allocation on [***] of ISF1’s good faith estimate. (d) IfISF1 is the First Right Party agrees and Licensee gives notice to be joined as a party plaintiff if necessary and ISF1 within forty (40) days of the Initiation Notice that Licensee declines to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and fund Licensee’s allocated share of expenses of the Party bringing suit under this Section shall be borne by such PartyLitigation, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO Licensee will not be obligated to pay the expenses of such Litigation, and (ii) Licensee shall not share in any recovery. (e) If ISF1 is the Party that brings First Right Party, ISF1 will carry out its obligations under the preceding portions of this Section 7.5 in an efficient and cost-effective manner. Licensee will, without any further compensation but with its reasonable out-of-pocket expenses reimbursed (except as set forth in Section 7.5(f)), cooperate fully with any and all reasonable requests by ISF1 relating to any such Litigation including being joined in any such Litigation proceeding. If ISF1 elects not to initiate, or after initiation elects not to continue, Litigation proceedings in respect of an allegation of infringement or to conduct a defense in respect of a Licensed Patent’s validity or enforceability, ISF1 will, within a reasonable period of time following its decision, inform Licensee of its election. Thereafter, if Licensee elects to have the right, at its own expense to initiate, conduct or settle such action or proceedingconduct such defense, then AnaptysBio it shall be paid an amount equal inform ISF1 of the same by written notice provided, however, that Licensee shall not have such rights unless and until consented to the royaltiesby ISF1 and all other Exclusive Licensees, if any, that would have been due upon sales in writing. (f) Any money recovered by Licensee as a result of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit any Litigation under this Section 9.3 may 7.5 with respect to which it is the First Right Party, or with respect to which ISF1 was the First Right Party but elected not to initiate or continue Litigation, will be entered into without distributed first to reimburse Licensee’s and ISF1’s direct, reasonable, documented expenses actually incurred (and not previously reimbursed), and then any remaining balance shall be allocated to Licensee and be treated as Net Revenue for purposes of Section 4.1a in the consent quarter in which it is received. Any money recovered by ISF1 as a result of any Litigation under this Section 7.5 which Licensee helps to fund will be distributed first to reimburse ISF1’s, Licensee’s and any other Exclusive Licensee’s direct, reasonable, documented expenses actually incurred (although ISF1 will not receive reimbursement under this sentence of any such expenses already reimbursed to ISF1 by Licensee pursuant to this Section 7.5), and then any remaining balance shall be allocated pro rata to ISF1, Licensee and any other participating Exclusive Licensee in the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim same proportion as such entity’s contribution to the effect that aggregate expenses of bringing and conducting the patent protection offered proceeding and settlement under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldthis Section 7.5.

Enforcement and Defense. (a) Each Party shall promptly notify Enforcement. (i) As between the other of Parties, Nxxxx will have the first right, but not the obligation, at its sole cost to seek to axxxx any knowledge it acquires of any potential infringement of the Collaboration Nitto Patents by a Third Party. (b) If , or to file suit against any Patent within the Collaboration Patents is infringed by a such Third Party for such infringement. If Nitto elects not to exercise its first right to take action or to bring suit to prosecute such infringement or to continue such action or suit, it will notify Omega in writing of such election within thirty (30) days after becoming aware of or receipt of the notice of the infringement or within fifteen (15) days after the election to stop any country such action or suit, as applicable. If after the expiration of the thirty (30) day period (or, if earlier, the date upon which Nxxxx provides written notice that it does not plan to bring such action), Nxxxx has neither obtained a discontinuance of infringement nor filed suit against any such Third Party infringer of such Patent, or in the Territory in connection with the manufacturecase of an election by Nxxxx not to continue to prosecute an infringement of an Nitto Patent, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO shall Omega will have the primary right, but not the obligation, to institute, prosecute, and control any take action or proceeding with respect bring suit against such Third Party infringer of Nitto Patents to the extent the Nitto Patents are necessary or useful for the research, Development, manufacturing and Commercialization of the Licensed Product but not necessary or useful for the research, Development, manufacturing or Commercialization of any other LNP comprising product covered by such infringement Nitto Patent that is licensed or optioned by Nitto to a Third Party or is under Late-Stage Development by Nxxxx, provided that Omega will bear all of the expense of such Patentaction or suit that it brings against such Third Party infringer. (ii) As between the Parties, by counsel of its own choice, and AnaptysBio shall Nxxxx will have the right, but not the obligation, at its own expensesole cost to seek to axxxx any infringement of the Joint Patents by a Third Party, or to be represented in that action by counsel of its own choicefile suit against any such Third Party for such infringement, if such infringement is with respect to the Nitto IP and not a Competitive Infringement. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do soAs between the Parties, AnaptysBio shall Omega will have the right sole right, but not the obligation, at its sole cost to bring and control seek to axxxx any infringement of the Joint Patents by a Third Party, or to file suit against any such action by counsel of its own choiceThird Party for a Competitive Infringement, and TESARO shall have the right with respect to be represented which Omega will consider Nxxxx’s input in any such action by counsel of its own choice at its own expensegood faith. (ciii) If one Party brings an action or proceeding in accordance with Except as expressly provided under Section 9.3(b7.2(a)(ii), the second neither Party agrees will seek to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses axxxx any infringement of the Party bringing suit under this Section shall be borne Joint Patents by such a Third Party, and or file suit against any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Third Party controlling for such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affectedinfringement, without the prior written consent of the other Party. For clarity, Omega will have the sole right to enforce any Patents Controlled by Omega other than the Nitto Patents and the Joint Patents. (b) Defense. (i) As between the Parties, Nxxxx will have the first right, but not the obligation, at its sole cost, to defend against a declaratory judgment action or other action to the extent challenging the validity or enforceability of any Nitto Patent. Omega will have the right but not the obligation, at its sole cost, to defend against any other declaratory judgment action or other action challenging any Nitto Patent that, on the date of first notice of such action, are not necessary or useful for the research, Development, manufacturing and Commercialization of any lipid nanoparticle comprising product that is licensed or optioned by Nitto to a Third Party or is under Late-Stage Development by Nxxxx. If Nxxxx does not take steps to defend within a reasonable time, or elects not to continue any such defense (in which case it will promptly provide notice thereof to Omega), then Omega will have the right, but not the obligation, to defend any Nitto Patents that cover the Licensed Product and no other product licensed or optioned by Nitto to a Third Party or commercialized by Nxxxx; provided, however that Omega will bear all the expenses of such suit. If a Third Party files a declaratory judgment or other action challenging any Joint Patent, the Parties will reasonably cooperate in good faith to determine each Party’s responsibility with respect to the defense of such declaratory judgment or other action. Notwithstanding the foregoing, any response to a Third Party infringer’s counterclaim of invalidity or unenforceability of any Nitto Patents or Joint Patents will be controlled by the Party who controls the relevant enforcement proceeding pursuant to Section 7.2(a) unless otherwise mutually agreed by the Parties. For clarity, Omega will have the sole right to defend any Patents Controlled by Omega other than the Nitto Patents. (ii) In the event that any action, suit or proceeding is brought against either Party or an Affiliate of either Party, or a Sublicensee of Omega or its Affiliates, alleging the infringement of the Patents or Know-How of a Third Party by the research, Development, manufacture, use, sale, import, export, Commercialization or exploitation of the Licensed Product, such consent Party will promptly notify the other Party within five (5) Business Days of the earlier of (A) receipt of service of process in such action, suit or proceeding, or (B) the date such Party becomes aware that such action, suit or proceeding has been instituted; provided, that the foregoing obligation to notify Nitto will only apply if the alleged infringement relates to Nitto IP or Joint IP. Except as set forth in Section 7.2(b)(i), Omega will have the right, but not the obligation, to be unreasonably withhelddefend such action, suit or proceeding in the Territory at its sole cost.

Enforcement and Defense. (a) Each Party shall promptly notify give the other Party notice of any knowledge it acquires infringement in the Territory of any potential infringement patent application or patent included in the Patent Assets that * Confidential Treatment Requested comes to such Party's attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by any Party. However, INTERNEURON shall have the first right to initiate and prosecute such legal action at its own expense and in the name of URIACH and INTERNEURON, or to control the defense of any declaratory judgment action relating to Patent Assets. INTERNEURON shall promptly inform URIACH if INTERNEURON elects not to exercise such first right, and URIACH thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of URIACH and, if necessary, INTERNEURON. In no event shall URIACH be obligated to enforce or defend any of the Collaboration Patents by a Third PartyPatent Assets. (b) If any Patent within the Collaboration Patents is infringed by INTERNEURON elects not to initiate and prosecute an infringement or defend a Third Party declaratory judgment action in any country in the Territory as provided in Subsection 7.3(a), and URIACH elects to do so, the cost of any agreed-upon course of action, including the costs of any legal action commenced or any declaratory judgment action defended, shall be borne solely by URIACH. (c) For any such legal action or defense, in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for the Party to prosecute, defend and maintain such action. In connection with any such action, the Parties will cooperate fully and will provide each other with any information or assistance that either reasonably may request. (d) Any recovery obtained by INTERNEURON or URIACH shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reasonable attorneys' fees) incurred in connection with the manufactureaction, use and sale of a product whether the same as recovery is by settlement or substantially similar to a Product in otherwise; (ii) the Field in such country, TESARO shall have the primary right, but not the obligationother Party then shall, to institutethe extent possible, prosecuterecover its costs and expenses (including reasonable attorneys' fees) incurred in connection with the action; (iii) if URIACH initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by URIACH; and (iv) if INTERNEURON initiated and control prosecuted, or maintained the defense of, the action, the amount of any action recovery remaining shall be retained by INTERNEURON, except that URIACH shall receive a portion equivalent to the royalties or proceeding other payments it would have received if such amount were deemed Net Sales. (e) URIACH shall inform INTERNEURON of any certification regarding any Patent Assets it has received pursuant to either 21 U.S.C. 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under Canada's Patented Medicines (Notice of Compliance) Regulations Article 5 and shall provide INTERNEURON with a copy of such certification within five (5) days of receipt. URIACH's and INTERNEURON's rights with respect to such infringement the initiation and prosecution, or defense, of any legal action as a result of such Patentcertification or any recovery obtained as a result of such legal action shall be allocated as defined in Subsections 7.3.(d) (i) through (iv); provided, by counsel however, that INTERNEURON shall exercise the first right to initiate and prosecute, or defend, any action and shall inform URIACH of such decision within fifteen (15) days of receipt of the certification, after which time, if INTERNEURON has not advised URIACH of its own choiceintention to initiate and prosecute, and AnaptysBio shall have the rightor defend, at its own expensesuch action, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio to do so, AnaptysBio URIACH shall have the right to bring initiate and control any such action by counsel of its own choiceprosecute, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expense. (c) If one Party brings an action or proceeding in accordance with Section 9.3(b)defend, the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheld.

Enforcement and Defense. (a) Each If either Party learns of any infringement of Idenix Patents or other Patents described in Section 9.2(a), Metabasis Patents or other Patents described in Section 9.2(b), or Joint Patents, or any misappropriation or misuse of Idenix Know-How, Metabasis Know-How or Joint Inventions, such Party shall promptly notify the other Party of such infringement, misappropriation or misuse. Idenix shall have the sole right to initiate and prosecute any legal action to enforce Idenix Technology and other Patents described in Section 9.2(a), at its own expense and in the name of Idenix, to retain any recovery obtained by it as a result of such legal action or settlement thereof, and to control the defense of any knowledge declaratory judgment or comparable action relating to Idenix Technology or Patents described in Section 9.2(a) and to retain any recovery obtained by it acquires as a result of such action or settlement thereof. Metabasis shall have the sole right to initiate and prosecute any legal action to enforce Metabasis Technology and other Patents described in Section 9.2(b), at its own expense and in the name of Metabasis, to retain any recovery obtained by it as a result of such legal action or settlement thereof, and to control the defense of any potential infringement declaratory judgment or comparable action relating to Metabasis Technology or Patents described in Section 9.2(b) and to retain any recovery obtained by it as a result of such action or settlement thereof. Except as otherwise mutually agreed by the Parties on a case-by-case basis, Idenix shall have the first right to initiate and prosecute any legal action to enforce Joint Technology, at its own expense and in the name of Idenix, and, if necessary, Metabasis, or to control the defense of any declaratory judgment or comparable action relating to Joint Technology. If, within [***] following a request by Metabasis to Idenix to initiate and prosecute such legal action or [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Idenix fails to take such action, or if Idenix informs Metabasis that it elects not to exercise such first right, Metabasis (or its designee) thereafter shall have the right either to initiate and prosecute such action or to control the defense of such declaratory judgment or comparable action in the name of Metabasis and, if necessary, Idenix, at Metabasis’ expense. Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery obtained by either or both Idenix and Metabasis in connection with or as a result of any action to enforce Joint Technology, whether by settlement or otherwise, shall first be applied to reimburse the costs and expenses of the Collaboration Patents by a Third PartyParty that brought and controlled such action and then to reimburse the costs and expenses of the other Party in connection with such action, and any amounts remaining after such reimbursement shall be [***]. Neither Party shall settle any action regarding Joint Technology without the prior written consent of the other Party (which shall not be unreasonably withheld). (b) If either Party learns of any infringement of Collaboration Patents, or any misappropriation or misuse of Collaboration Know-How, such Party shall promptly notify the other Party of such infringement, misappropriation or misuse. Idenix and Metabasis thereafter shall promptly consult and cooperate fully to determine a course of action, including, without limitation, the commencement of legal action by either or both of Metabasis and Idenix, to terminate any infringement of such Collaboration Patent within the or any misappropriation or misuse of Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufacture, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO Know-How. Idenix shall have the primary first right to initiate and prosecute such legal action at its own expense and in the name of Idenix and, if necessary, Metabasis, or to control the defense of any declaratory judgment or comparable action relating to Collaboration Patents or Collaboration Know-How. Metabasis’ shall pay its own attorneys fees and costs associated with such action. If, within [***] following a written request by Metabasis to Idenix to initiate and prosecute such legal action or [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Idenix fails to take such action, or if Idenix informs Metabasis that it elects not to exercise such first right, but not the obligation, to institute, prosecute, and control any action Metabasis (or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and AnaptysBio designee) thereafter shall have the rightright either to initiate and prosecute such action or to control the defense of such action in the name of Metabasis and, at its own expenseif necessary, to be represented in that action by counsel of its own choiceIdenix. If TESARO fails Idenix elects not to bring initiate and prosecute an infringement action or proceeding within a period of one hundred twenty (120) days after a request by AnaptysBio as provided in this Section 9.3(b), and Metabasis elects to do so, AnaptysBio the costs incurred by Metabasis in such course of action, including the costs of any legal action commenced or the defense of any judgment, shall have the right to bring and control any such action be borne solely by counsel of its own choice, and TESARO shall have the right to be represented in any such action by counsel of its own choice at its own expenseMetabasis. (c) If one Party brings an In any infringement action relating to any Collaboration Patent or proceeding in accordance with Section 9.3(b)Joint Patent, the second Party agrees to be joined as a party plaintiff if necessary Idenix shall not (and to give the first Party reasonable assistance it will direct its attorneys, witnesses and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such Party, and experts not to) distinguish or disparage any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of- pocket costs of such action, and then (i) if TESARO is the Party that brings such action or proceeding, then AnaptysBio shall be paid an amount equal to the royalties, if any, that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales claimed subject matter of a Product sold by or under the authority of TESARO, and the remaining portion of such recovery shall be paid to TESARO, or (ii) if AnaptysBio is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affectedMetabasis Core Patent, without the Metabasis’ prior written consent of the other Party, (such consent not to be unreasonably withheld and such consent to be negotiated in good faith with all due consideration to any deadlines), except as required by law. (d) In any infringement action relating to any Collaboration Patent or Joint Patent, Metabasis shall not (and it will direct its attorneys, witnesses and experts not to) distinguish or disparage any claimed subject matter of an Idenix Core Patent without Idenix’ prior written consent (such consent not to be unreasonably withheld and such consent to be negotiated in good faith with all due consideration to any deadlines), except as required by law. (e) For any action to terminate any infringement of Collaboration or Joint Patents or any misappropriation or misuse of Collaboration or Joint Know-How, if either Party is unable to initiate or prosecute such action solely in its own name, the other Party shall join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In connection with any such action, Idenix and Metabasis shall cooperate fully and will provide each other with any information or assistance that either reasonably requests. Each Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by law, the consultation and approval of any offer related thereto. (f) Except as otherwise agreed by the Parties as part of a cost-sharing arrangement, any recovery obtained by either or both Idenix and Metabasis in connection with or as a result of any action contemplated by Sections 9.3(b) through 9.3(e), whether by settlement or otherwise, shall be shared in order as follows: (i) The Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action; (ii) The other Party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; (iii) Any remaining amounts after such reimbursement of the Parties costs and expenses shall be retained by the Party that initiated and prosecuted the action; [***]. (g) Each Party shall inform the other Party of any certification regarding any Collaboration Patents or Joint Patents it has received pursuant to either 21 U.S.C. §§ 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions, or Canada’s Patented Medicines (Notice of Compliance) Regulations Article 5, or any similar provisions in a country other than the United States and Canada, and shall provide the other Party with a copy of such certification within [***] of receipt by such Party. Metabasis’ and Idenix’s rights with respect to the initiation and prosecution of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be as defined in Sections 9.3(b) through 9.3(f). (h) For any action under Section 9.3(b) through (e), the Party that is controlling such action shall continue to consult with the other Party on all major strategy decisions. (i) For any action under Section 9.3(b) through (e), the Party that is controlling such action shall give the other Party timely written notice of the proposed settlement of any such action, shall take full consideration of its views and shall not enter into any such settlement without the prior written consent of such other Party, not to be unreasonably withheld.

Enforcement and Defense. (a) Each Party shall promptly notify provide to the other Party [****] written notice of any knowledge it acquires actual or threatened infringement of a Scheduled Trademark in the United States and of any potential infringement actual or threatened Third Party claim that the use of a Scheduled Trademark in the Collaboration Patents by a United States violates the rights of any Third Party, in each case, of which such Party becomes aware, and [****] shall [****] discuss such notice and the potential enforcement strategies available. (b) If any Patent within As between the Collaboration Patents is infringed by a Third Party in any country in the Territory in connection with the manufactureParties, use and sale of a product the same as or substantially similar to a Product in the Field in such country, TESARO AbbVie shall have the primary right, [****] right (but not the obligation) to (i) defend against any claim by any Third Party that the use of any of the Scheduled Trademarks in the United States by Licensor or by AbbVie (or any of its Affiliates, to institutesublicensees or distributors) infringes, prosecutedilutes, and control misappropriates or otherwise violates any action or proceeding with respect to such infringement of such PatentThird Party’s Trademarks or constitutes unfair trade practices or another like offense (each, by counsel of its own choice, and AnaptysBio shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If TESARO fails to bring an action a “TM Infringement Claim”) or proceeding within a period of one hundred twenty (120ii) days after a request by AnaptysBio to do so, AnaptysBio shall have the right to bring and control any take such action as AbbVie deems necessary against a Third Party based on any alleged, threatened or actual infringement, dilution, misappropriation or other violation of or unfair trade practices or any other like offence relating to, any Scheduled Trademark in the United States by counsel of its own choicesuch Third Party (a “TM Competitive Infringement”), and TESARO shall have the right to be represented in any such action by using counsel of its own choice at its own expenseand the costs and expenses with respect thereto shall be Other Shared Expenses. (c) If one Party brings an action AbbVie exercises its right to defend against a TM Infringement Claim or proceeding to commence proceedings in relation to a TM Competitive Infringement, in each case, in accordance with Section 9.3(b7.9.7(b), then Licensor shall have the second Party agrees right to join any such defense or infringement action, and participate with its own counsel, at its sole cost and expense; provided that, unless otherwise determined by the IP Group, AbbVie shall retain control of the defense or prosecution of such claim, suit or proceeding. (d) If AbbVie decides not to commence proceedings in relation to a TM Competitive Infringement or not to control the defense of a TM Infringement Claim, in each case, in accordance with Section 7.9.7(b), then Licensor shall have the right (but not the obligation) to assume such defense or take such action as it deems necessary against the relevant Third Party, using counsel of its own choice and the costs and expenses with respect thereto shall be joined Other Shared Expenses. (e) If AbbVie exercises its right to defend against a TM Infringement Claim or to commence proceedings in relation to a TM Competitive Infringement, in each case, in accordance with Section 7.9.7(b), Licensor shall [****] cooperate with AbbVie and provide such [****] assistance as AbbVie may [****] request, with respect to such enforcement or defense and the costs and expenses with respect thereto shall be Other Shared Expenses, including by (i) joining any lawsuit or proceeding as a party plaintiff if where such joinder is required under Applicable Law to enforce or so defend the applicable Scheduled Trademark in the United States, and (ii) executing and delivering to AbbVie such powers of attorney or other documents or instruments necessary and for AbbVie to give enforce or defend in Licensor’s name. (f) Except as otherwise agreed by the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses Parties in connection with a cost sharing arrangement, any recovery realized as a result of the Party bringing suit under this Section such action (whether by way of settlement or otherwise) shall be borne retained by such Partyor paid to AbbVie, as applicable, and any damages or other monetary awards recovered shall be shared treated as follows: The amount of such recovery “Net Sales” in the [****] in which the money is actually received by for purposes of calculating Net Profits pursuant to Section 6.3. (g) As between the Party controlling such action Parties, AbbVie shall first be applied have the [****] right (but not the obligation) to the out-of- pocket costs of such action, and then (i) if TESARO is the defend against any claim by any Third Party that brings such action the use of any (A) AbbVie US Product Trademarks in the United States by Licensor or proceedingby AbbVie (or any of its Affiliates, then AnaptysBio shall be paid an amount equal to sublicensees or distributors) or (B) OUS Product Trademark in the royaltiesOUS Territory by AbbVie (or any of its Affiliates, if anysublicensees or distributors), that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by in either case ((A) or under the authority of TESARO(B)), and the remaining portion infringes, dilutes, misappropriates or otherwise violates any of such recovery shall be paid to TESARO, Third Party’s Trademarks or constitutes unfair trade practices or another like offense or (ii) if AnaptysBio is the Party that brings take such action as AbbVie deems necessary against a Third Party based on any alleged, threatened or proceedingactual infringement, then dilution, misappropriation or other violation of or unfair trade practices or any other like offence by such Third Party relating to any AbbVie US Product Trademarks in the remaining portion United States or any OUS Product Trademarks in the OUS Territory, using counsel of such recovery its own choice and (1) the costs and expenses with respect thereto for the AbbVie US Product Trademarks shall be retained by AnaptysBio. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.3 may [****] and (2) AbbVie shall be entered into without solely responsible for the consent of costs and expenses with respect thereto for the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Collaboration Patents would be materially negatively affected, without the consent of the other Party, such consent not to be unreasonably withheldOUS Product Trademarks.