Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. 4.3.1 Each Party shall promptly give the other Party notice of any infringement in the Territory of any patent application or patent included in the Patent Rights 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 either Party. Rosetta, upon notice to Hadasit, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit and Rosetta, as applicable, or to control the defense of any declaratory judgment action relating to the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects not to exercise such first right, and Hadasit thereafter shall have the right, in its discretion, to initiate and prosecute such action or to control the defense of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit and Rosetta. In the event that Rosetta elects not to Manage Proceedings and Hadasit elects to Manage Proceedings, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in any material respect without the prior written consent of Hadasit. 4.3.2 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 shall join such action voluntarily and shall execute all documents reasonably 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. 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. 4.3.3 Any recovery obtained by Rosetta or Hadasit in any such action or proceeding shall be shared as follows in the following order of priority: 4.3.3.1 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 action, whether by settlement or otherwise; 4.3.3.2 the other Party shall next recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, except that Hadasit shall receive a portion equivalent to the royalties they would have received on such remaining amount if such amount were deemed Net Sales.

Enforcement and Defense. 4.3.1 Each Party shall promptly give notify the other Party notice in writing if it becomes aware of any Third Party actions which may constitute misappropriation or unauthorized use of the Licensed Know-How, infringement of the Licensed Patents, or a claim to invalidate or contest the enforceability of one or more patents which are Licensed Patents. Any such notice shall identify the Third Party and describe the relevant actions in sufficient detail to enable the other Party to evaluate the alleged misappropriation, infringement or other action. LIRUM shall have the first right, but not the obligation, to take action to enforce or defend such patents in the Territory of any patent application Field at LIRUM’s cost (including reasonably attorneys’ fees). In the event that LIRUM does not take action to defend or patent included enforce, as applicable, the relevant intellectual property in the Patent Rights that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course Field within [***] ([***]) [***] of becoming aware of the potential misappropriation, infringement or other action, IGF shall have the right, but not the obligation, to take action to enforce or defend such patents in the Field at IGF’s cost (including reasonable attorneys’ fees). LIRUM shall reasonably cooperate with IGF to enable IGF to take such action in LIRUM’s name where required by Law (including, without limitation, the commencement of legal action by either Party. Rosetta, upon notice to Hadasit, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit and Rosetta, as applicable, or to control the defense of any declaratory judgment action relating to the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects not to exercise such first right, and Hadasit thereafter shall have the right, in its discretion, to initiate and prosecute joining such action as a party plaintiff for initiation or to control the defense continuation of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit and Rosetta. In the event action); provided, however, that Rosetta elects IGF shall not to Manage Proceedings and Hadasit elects to Manage Proceedings, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in or undertake any material respect other action without the prior written consent of Hadasit. 4.3.2 For LIRUM which would (i) invalidate or otherwise render the relevant patents unenforceable, (ii) constitute an admission on behalf of LIRUM, (iii) impose any such legal injunction or other similar restrictions upon LIRUM or its Affiliates, or (iv) obligate LIRUM to pay any damages or to incur any other financial obligations. The Party leading the prosecution of any misappropriation or infringement action shall be entitled to retain all of the proceeds thereof; provided that any settlement or defense, award to LIRUM that is in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party shall join such action voluntarily and shall execute all documents reasonably 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. Each Party shall keep the other informed nature of developments in any such action or proceeding, including, to the extent permissible by law, the status lost sales of any settlement negotiations and the terms of any offer related thereto. 4.3.3 Any recovery obtained by Rosetta or Hadasit in any such action or proceeding Licensed Product shall be shared treated as follows in the following order of priority: 4.3.3.1 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 action, whether by settlement or otherwise; 4.3.3.2 the other Party shall next recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, except that Hadasit shall receive a portion equivalent to the royalties they would have received on such remaining amount if such amount were deemed Net SalesSales hereunder.

Enforcement and Defense. 4.3.1 (a) Each Party shall promptly give the other Party notice of any infringement in the Territory of any patent application or patent included in the Patent Rights Assets that comes to such Party’s '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 either any Party. RosettaHowever, Interneuron, upon notice to HadasitHDCI, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit HDCI and Rosetta, as applicableInterneuron, or to control the defense of any declaratory judgment action relating to the Patent RightsAssets. Rosetta Interneuron shall promptly inform Hadasit HDCI if Rosetta Interneuron elects not to exercise such first right, and Hadasit HDCI thereafter shall have the right, in its discretion, right either to initiate and prosecute such action or to control the defense of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit and Rosetta. In the event that Rosetta elects not to Manage Proceedings and Hadasit elects to Manage ProceedingsHDCI and, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countriesif necessary, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countriesInterneuron. In no event shall Rosetta Interneuron enter into any settlement that which would adversely affect the Patent Rights Assets in any material respect without the prior written consent of HadasitHDCI, which consent shall not be unreasonably withheld. 4.3.2 (b) If Interneuron 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 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 shall will join such action voluntarily and shall will execute all documents reasonably 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. 4.3.3 (d) Any recovery obtained by Rosetta Interneuron or Hadasit in any such action or proceeding HDCI shall be shared as follows in the following order of priorityfollows: 4.3.3.1 (i) the Party that initiated and prosecuted prosecuted, or maintained the defense of, the action, action shall recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.2 (ii) the other Party shall next recoup all of then shall, to the extent possible, recover its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 (iii) if Hadasit HDCI initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by HadasitHDCI; and 4.3.3.4 (iv) if Rosetta Interneuron initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, Interneuron except that Hadasit HDCI shall receive a portion equivalent to the royalties they would have received on such remaining amount if such amount were deemed Net SalesSales 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. Sections 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. HDCI `s and Interneuron's 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(a) through (d); PROVIDED, 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 intention to initiate and prosecute, or defend, such action, HDCI shall have the right to initiate and prosecute, or defend, such action.

Enforcement and Defense. 4.3.1 Each Party shall promptly give notify the other Party notice promptly upon learning of any actual, alleged or threatened infringement of a Product Trademark in the Territory North American Territory, or of any patent application unfair trade practices, trade dress imitation, passing off of counterfeit goods, or patent included like offenses. Upon learning of such offenses, the Parties shall confer regarding the defense of the Product Trademark. The ultimate decision whether and how to enforce or defend a Product Trademark will rest solely with Genentech, and Genentech shall have the exclusive right to respond to and defend any such infringement or offense. Altus shall cooperate, in good faith, with respect to all Product Trademark enforcement actions hereunder, including as necessary or desirable, being joined as a party to such action. Genentech shall notify Altus of all substantive developments with respect to such Product Trademark PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE EXCHANGE ACT. enforcement actions in the Patent Rights that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of actionNorth American Territory, including, without limitationbut not limited to, all material filings, court papers and other related documents. Genentech shall consider the commencement timely, reasonable comments and advice of legal action by either PartyAltus with respect to the strategy employed and submissions made relative to any Product Trademark enforcement actions in the North American Territory. Rosetta, upon notice to Hadasit, Genentech shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit and Rosetta, as applicable, or to control the defense settlement of any declaratory judgment action relating claims or actions regarding a trademark applicable to a Product; provided, however, that no settlement shall be entered into with respect to the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects not to exercise such first right, and Hadasit thereafter shall have the right, in its discretion, to initiate and prosecute such action or to control the defense of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit and Rosetta. In the event that Rosetta elects not to Manage Proceedings and Hadasit elects to Manage Proceedings, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in any material respect North American Territory without the prior written consent of Hadasit. 4.3.2 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 shall join such action voluntarily and shall execute all documents reasonably 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. 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. 4.3.3 Any recovery obtained by Rosetta or Hadasit in any such action or proceeding shall be shared as follows in the following order of priority: 4.3.3.1 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 action, whether by settlement or otherwise; 4.3.3.2 the other Party shall next recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, except that Hadasit shall receive a portion equivalent to the royalties they would have received on such remaining amount Altus if such amount were deemed Net Salessettlement would materially and adversely affect any right or obligation of Altus under this Agreement.

Enforcement and Defense. 4.3.1 Each Subject to the terms of each In-License Agreement: (a) If either Party becomes aware of any Third Party activity, 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 Agios Patent Right or a Joint Combination Therapy Patent Right, or that misappropriates any Agios Know-How, Joint Combination Therapy Know-How or Joint Combination Therapy Invention, then the Party becoming aware of such activity shall promptly give prompt written notice to the other Party notice regarding such alleged infringement or misappropriation (collectively, “Infringement Activity”). (b) Agios shall have the first right, but not the obligation, to attempt to resolve any Infringement Activity anywhere in the world by commercially appropriate steps at its own expense, including the filing of any an infringement or misappropriation suit using counsel of its own choice. If Agios fails to resolve such Infringement Activity in the Territory or, solely with respect to Joint Combination Therapy Patent Rights, outside the Territory, but solely where the allegedly infringing product is or would be competitive with [**], or to initiate a suit with respect thereto by the date that is [**] before any deadline for taking action to avoid any loss of material enforcement rights or remedies, then, with Agios’ written consent (which shall not be unreasonably withheld, conditioned or delayed), Licensee shall have the right, but not the obligation, to attempt to resolve such 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 9.03(b), whether by settlement or judgment, shall be allocated first to pay to [**] with respect to such enforcement action, and any patent application or patent included remaining amount shall be retained by [**]. (d) If a Third Party in the context of an enforcement action under this Section 9.03 asserts that a Joint Combination Therapy Patent Rights Right is invalid or unenforceable, then the Party responsible for such enforcement action will be responsible for defending against such assertion. If a Third Party asserts that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of actionan Agios Patent Right is invalid or unenforceable, including, without limitation, the commencement of legal action by either Party. Rosetta, upon notice to Hadasit, then Agios shall have the first right to initiate defend against such assertion. If a Third Party outside of an enforcement action under this Section 9.03 asserts that a Joint Combination Therapy Patent Right is invalid or unenforceable, then Agios shall have the sole right, but not the obligation, outside the Territory, and prosecute such legal action at its own expense and in Licensee shall have the name of Hadasit and Rosetta, as applicable, or to control the defense of any declaratory judgment action relating to the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects not to exercise such first right, and Hadasit thereafter shall have but not the rightobligation, in its discretionwithin the Territory, to initiate and prosecute defend against such action assertion (such Party with a sole or first right to control defend being known as the defense of such declaratory judgment action (“Manage ProceedingsFirst Defending Party”) in and, at the name of Hadasit First Defending Party’s request and Rosetta. In the event that Rosetta elects not to Manage Proceedings and Hadasit elects to Manage Proceedings, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in any material respect without the prior written consent of Hadasit. 4.3.2 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 nameexpense, the other Party shall provide reasonable assistance in defending against such Third Party assertion. The First Defending Party shall (i) keep the other Party reasonably informed regarding such assertion and such defense (including by providing such other Party with drafts of each filing a reasonable period before the deadline for such filing and promptly providing such other Party with copies of all final filings and correspondence), (ii) consult with the other Party on such defense, and (iii) consider in good faith all comments from the other Party regarding such defense. The non-defending Party shall have the right to join as a party to such defense and participate with its own counsel at its sole expense; provided, however, that the First Defending Party shall retain control of such defense. Should Agios (with respect to Agios Patent Rights or Joint Combination Therapy Patent Rights within the Territory, including in the context of an applicable enforcement action) or Licensee (with respect to Joint Combination Therapy Patent Rights within the Territory or in the context of an applicable enforcement action) decide that it is not, or is no longer, interested in controlling such defense with respect to a Joint Combination Therapy Patent Right, it shall promptly (and in any event by the date that is [**] before any deadline for taking action to avoid any loss of material rights) provide the other Party written notice of this decision. The other Party may, upon written notice to such first Party, assume such defense at such other Party’s sole expense. (e) In any event, at the request and expense of the Party bringing an infringement or misappropriation action under Section 9.03(b) or defending an action under Section 9.03(d), the other Party shall provide reasonable assistance in any such action voluntarily (including entering into a common interest agreement if reasonably deemed necessary by any Party) and shall execute all documents reasonably be joined as a party to the suit if necessary for the initiating or defending Party to prosecutebring or continue such suit. Neither Party may settle any action or proceeding brought under Section 9.03(b) or Section 9.03(d), defend and maintain or knowingly take any other action in the course thereof, in a manner that materially adversely affects the other Party’s interest in any Agios Patent Rights or Joint Combination Therapy Patent Rights or counterpart Patent Rights outside of the Territory without the written consent of 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 requestParty. Each Party shall keep always have the other informed right to be represented by counsel of developments its own selection and its own expense in any such suit or other action or proceeding, including, to the extent permissible instituted by law, the status of any settlement negotiations and the terms of any offer related thereto. 4.3.3 Any recovery obtained by Rosetta or Hadasit in any such action or proceeding shall be shared as follows in the following order of priority: 4.3.3.1 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 action, whether by settlement or otherwise; 4.3.3.2 the other Party shall next recoup all of its costs and expenses incurred in connection with the action, whether by settlement pursuant to Section 9.03(b) or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, except that Hadasit shall receive a portion equivalent to the royalties they would have received on such remaining amount if such amount were deemed Net SalesSection 9.03(d).

Enforcement and Defense. 4.3.1 Each Party (a) deCODE shall promptly give the other Party MERCK notice of either (i) any infringement in the Territory of Patent Rights, or (ii) any patent application misappropriation or patent included in the Patent Rights misuse of deCODE Know-How, that comes may come to such Party’s deCODE's attention. The Parties will MERCK and deCODE shall thereafter consult and cooperate fully to determine a course of action, including, without limitation, including but not limited to the commencement of legal action by either Partyor both MERCK and deCODE, to terminate any infringement of Patent Rights or any misappropriation or misuse of deCODE Know-How. RosettaHowever, deCODE, upon notice to HadasitMERCK, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit deCODE and Rosetta, as applicableMERCK, or to control the defense of any declaratory judgment action relating to the Patent RightsRights or deCODE Know-How. Rosetta deCODE shall promptly inform Hadasit MERCK if Rosetta it elects not to exercise such first right, right and Hadasit MERCK shall thereafter shall have the right, in its discretion, right to either initiate and prosecute such action or to control the defense of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit MERCK and, if necessary, deCODE. Each Party shall have the right to be represented by counsel of its own choice. The Party initiating a prosecution relating to Patent Rights shall bear the expense of such prosecution, except with respect to prosecutions related to Joint Collaboration Patents, the costs and Rosettaexpenses of which shall be borne equally by the Parties. In the event that Rosetta a Party elects not to Manage Proceedings contribute to the costs and Hadasit expenses incurred in connection with a prosecution related to a Joint Collaboration Patent in a country, such Party shall be deemed to have abandoned its rights with respect to such Joint Collaboration Patent in that country. (b) In the event that deCODE elects not to initiate and prosecute an action as provided in paragraph (a), and MERCK elects to Manage Proceedingsdo so, Rosetta shall have no rights the costs of any agreed-upon course of action to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the infringement of Patent Rights in or misappropriation or misuse of deCODE Know-How, including without limitation the costs of any material respect without legal action commenced or the prior written consent defense of Hadasitany declaratory judgment, shall be shared equally by deCODE and MERCK. 4.3.2 (c) For any such legal action to terminate any infringement of Patent Rights or defenseany misappropriation or misuse of deCODE Know-How, in the event that any Party MERCK is unable to initiate, prosecute, initiate or defend prosecute such action solely in its own name, the other Party shall deCODE will join such action voluntarily and shall will execute and cause its Affiliates to execute all documents reasonably necessary for the Party MERCK to prosecute, defend initiate litigation to prosecute and maintain such action. In connection with any such action, the Parties MERCK and deCODE will cooperate fully and will provide each other with any information or assistance that either may 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 consultation and approval of any settlement negotiations and the terms of any offer related thereto. 4.3.3 (d) Any recovery obtained by Rosetta either or Hadasit both MERCK and deCODE in connection with or as a result of any such action contemplated by this section, whether by settlement or proceeding otherwise, shall be shared in order as follows in the following order of priorityfollows: 4.3.3.1 (i) the Party that which initiated and prosecuted or maintained the defense of, the action, action shall recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.2 (ii) the other Party shall next recoup all of then, to the extent possible, recover its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, (iii) the amount of any recovery remaining shall then be retained allocated between the Parties on a PRO RATA basis taking into consideration the relative economic losses suffered by Rosettaeach Party. By way of example and not limitation, except that Hadasit MERCK may suffer lost profit from the loss of sales of Product or Tests and deCODE may suffer lost royalty income on the loss of sales. (e) deCODE shall receive inform MERCK of any certification regarding any Patent Rights it has received pursuant to either 21 U.S.C. Sections 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or it successor provisions or any similar provisions in a portion equivalent country in the Territory other than the United States and shall provide MERCK with a copy of such certification within five (5) days of receipt. deCODE's and MERCK's rights with respect to the royalties they would initiation and prosecution of any legal action as a result 4 of such certification or any recovery obtained as a result of such legal action shall be as defined in paragraphs 7.4(a)-(d) hereof; PROVIDED, HOWEVER, deCODE 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 received on the right to initiate and prosecute such remaining amount if such amount were deemed Net Salesaction.

Enforcement and Defense. 4.3.1 (i) Each Party shall promptly give the other Party notice of either (a) any infringement in the Territory of OPTIONED PATENTS, or (b) any patent application misappropriation or patent included in the Patent Rights misuse of OPTIONED KNOW-HOW that comes has come to such Party’s its attention. The Parties will shall thereafter consult and cooperate fully to determine a course of action, including, without limitation, including but not limited to the commencement of legal action by either Party. Rosettaor both Parties to terminate any infringement of OPTIONED PATENTS or any misappropriation or misuse of OPTIONED KNOW-HOW. (ii) In the event that OPTIONED PATENTS are infringed by any Third- Party with respect to a PRODUCT in the Field of Use, CISTRON, upon notice to HadasitPMC, shall have the first right right, but not the obligation, to initiate institute and prosecute any action or proceeding under OPTIONED PATENTS with respect to such legal action at infringement, by counsel of its own expense and in the name of Hadasit and Rosetta, as applicablechoice, or to control the defense of any declaratory judgment action relating arising from such infringement or from the misappropriation or misuse of OPTIONED KNOW-HOW, at its own expense and in the name of both Parties. CISTRON shall not settle, compromise or take any action in such litigation which diminish, limit or inhibit the scope, validity or enforceability of OPTIONED PATENTS without the express permission of PMC. CISTRON shall keep PMC advised of the progress of such proceedings. (iii) In the event that a Third-Party is infringing any OPTIONED PATENTS with respect to a PRODUCT in the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects Field of Use and CISTRON does not elect to exercise such first rightinstitute an action, and Hadasit thereafter PMC, upon notice to CISTRON, shall have the right, in its discretionbut not the obligation, to initiate institute and prosecute any action or proceeding under OPTIONED PATENTS with respect to such action infringement, by counsel of its choice, or to control the defense of such any declaratory judgment action (“Manage Proceedings”) arising from such infringement or from the misappropriation or misuse of OPTIONED KNOW-HOW, at its own expense and in the name of Hadasit both Parties. PMC shall not settle, compromise or take any action in such litigation which diminish, limit or -10- 11 inhibit the scope, validity or enforceability of OPTIONED PATENTS without the prior approval of CISTRON, which shall not be unreasonably withheld. (iv) With respect to any action to terminate any infringement of OPTIONED PATENTS or any misappropriation or misuse of OPTIONED KNOW-HOW, the Parties shall cooperate fully and Rosettashall provide each other with any information and assistance that either Party may reasonably request. In particular, either Party shall execute such documents necessary for the other Party to initiate and prosecute the action or proceeding and cause its Affiliates and Sublicensees to execute all such documents, if required. In the event that Rosetta elects not to Manage Proceedings and Hadasit elects to Manage Proceedings, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in any material respect without the prior written consent of Hadasit. 4.3.2 For any such legal action or defense, in the event that any either Party is unable to initiate, prosecute, initiate or defend such prosecute an action solely in its own name, the other Party shall then join such action voluntarily and shall execute all documents reasonably 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 requestvoluntarily. Each Party shall keep the other informed of developments in the development of any such action or proceeding, proceeding including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. 4.3.3 (v) Any recovery obtained by Rosetta either or Hadasit both Parties in connection with or as a result of any such action or proceeding contemplated by this Section 3.8, whether by settlement or otherwise, shall be shared allocated in order as follows in the following order of priorityfollows: 4.3.3.1 the (a) The Party that which initiated and prosecuted or maintained the defense of, the action, action shall recoup all of its costs and expenses incurred in connection with the actionaction (provided that if PMC was the initiating Party and that the action proceeds were not sufficient for PMC to recoup all its costs and expenses, whether by settlement or otherwisethen PMC shall be allowed to deduct the balance of its unrecovered costs and expenses from royalties payable to CISTRON under Article 3 hereof) ; 4.3.3.2 the (b) The other Party shall next recoup all of then, to the extent possible, recover its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount (c) The amounts of any recovery remaining shall then be retained by Rosettaallocated between the Parties with PMC receiving all amounts in respect of damages in the Field of Use and CISTRON receiving all amounts in respect of damages out of the Field of Use, except that Hadasit any amounts recovered in connection with infringement actions relating to jointly-owned patents shall receive be equally shared between the Parties. (vi) CISTRON shall inform PMC of any certification regarding any OPTIONED PATENTS it has received pursuant to 21 Xxxxxx Xxxxxx Code 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV), or any similar provision in other countries, and shall provide PMC with a portion equivalent copy of such certification within five (5) days of receipt. Both Parties rights with respect to the royalties they would have received on initiation and prosecution of any legal action as a result of such remaining amount if certification or any recovery obtained as a result of such amount were deemed Net Saleslegal action shall be as defined in paragraphs (a) to (c) of this Section 3.8.4(v).

Enforcement and Defense. 4.3.1 Each Party shall promptly give notify the other Party notice in writing if it becomes aware of any Third Party actions which may constitute misappropriation or unauthorized use of the Licensed Know-How, infringement of the Licensed Patents, or a claim to invalidate or contest the enforceability of one or more patents which are Licensed Patents. Any such notice shall identify the Third Party and describe the relevant actions in sufficient detail to enable the other Party to evaluate the alleged misappropriation, infringement or other action. LIRUM shall have the first right, but not the obligation, to take action to enforce or defend such patents in the Territory of any patent application Field at LIRUM’s cost (including reasonably attorneys’ fees). In the event that LIRUM does not take action to defend or patent included enforce, as applicable, the relevant intellectual property in the Patent Rights that comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course Field within ninety (90) days of becoming aware of the potential misappropriation, infringement or other action, IGF shall have the right, but not the obligation, to take action to enforce or defend such patents in the Field at IGF’s cost (including reasonable attorneys’ fees). LIRUM shall reasonably cooperate with IGF to enable IGF to take such action in LIRUM’s name where required by Law (including, without limitation, the commencement of legal action by either Party. Rosetta, upon notice to Hadasit, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit and Rosetta, as applicable, or to control the defense of any declaratory judgment action relating to the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects not to exercise such first right, and Hadasit thereafter shall have the right, in its discretion, to initiate and prosecute joining such action as a party plaintiff for initiation or to control the defense continuation of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit and Rosetta. In the event action); provided, however, that Rosetta elects IGF shall not to Manage Proceedings and Hadasit elects to Manage Proceedings, Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in or undertake any material respect other action without the prior written consent of Hadasit. 4.3.2 For LIRUM which would (i) invalidate or otherwise render the relevant patents unenforceable, (ii) constitute an admission on behalf of LIRUM, (iii) impose any such legal injunction or other similar restrictions upon LIRUM or its Affiliates, or (iv) obligate LIRUM to pay any damages or to incur any other financial obligations. The Party leading the prosecution of any misappropriation or infringement action shall be entitled to retain all of the proceeds thereof; provided that any settlement or defense, award to LIRUM that is in the event that any Party is unable to initiate, prosecute, or defend such action solely in its own name, the other Party shall join such action voluntarily and shall execute all documents reasonably 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. Each Party shall keep the other informed nature of developments in any such action or proceeding, including, to the extent permissible by law, the status lost sales of any settlement negotiations and the terms of any offer related thereto. 4.3.3 Any recovery obtained by Rosetta or Hadasit in any such action or proceeding Licensed Product shall be shared treated as follows in the following order of priority: 4.3.3.1 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 action, whether by settlement or otherwise; 4.3.3.2 the other Party shall next recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, except that Hadasit shall receive a portion equivalent to the royalties they would have received on such remaining amount if such amount were deemed Net SalesSales hereunder.

Enforcement and Defense. 4.3.1 Each Subject to the applicable terms of each In-License Agreement, each Astellas In-License Agreement, [***] and the Frequency MEEI License Agreement: (a) If either Party becomes aware of any Third Party activity, 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 Frequency Patent Right or Astellas Patent Right or a Patent Right included in the Collaboration IP, then the Party becoming aware of such activity shall promptly give prompt written notice to the other Party notice regarding such alleged infringement or misappropriation (collectively, “Infringement Activity”). (b) The Party with rights to Commercialize Licensed Product within the portion of any infringement in the Territory in which the Infringement Activity is taking place shall have the first right, but not the obligation, to attempt to resolve any Infringement Activity in that portion of the Territory by commercially appropriate steps [***], including the filing of an infringement or misappropriation suit using counsel of its own choice. If such Party fails to resolve such Infringement Activity in such portion of the Territory, or to initiate a suit with respect thereto by the date that is [***] ([***]) days before any patent application deadline for taking action to avoid any loss of material enforcement rights or patent included in the Patent Rights that comes to remedies, then, with such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of actionwritten consent (which shall not be unreasonably withheld, including, without limitationconditioned or delayed), the commencement other Party shall have the right, but not the obligation, to attempt to resolve such Infringement Activity in such portion of legal the Territory by commercially appropriate steps [***], 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 10.03(b) (Enforcement and Defense), whether by either Partysettlement or judgment, shall be allocated [***]; provided that, any recovery realized by a Party as a result of such enforcement action that is awarded on the basis of lost sales for a Licensed Product in the Astellas Territory under this Agreement shall be [***]. Rosetta[***] Certain information in this document has been excluded pursuant to Regulation S-K, upon notice Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to Hadasitthe registrant if publicly disclosed. (d) If a Third Party asserts that a Frequency Patent Right or Astellas Patent Right or a Patent Right that is Collaboration IP is invalid or unenforceable as a counterargument during the enforcement action under this Section 10.03 (Enforcement and Defense), then the Party enforcing the right shall have the first right to initiate defend against such assertion. If a Third Party outside of an enforcement action under this Section 10.03 (Enforcement and prosecute Defense) asserts that a Frequency Patent Right or Astellas Patent Right or a Patent Right that is Collaboration IP is invalid or unenforceable, then the Party owning such legal action at its own expense and in Patent Right shall have the name of Hadasit and Rosetta, as applicable, or to control the defense of any declaratory judgment action relating to the Patent Rights. Rosetta shall promptly inform Hadasit if Rosetta elects not to exercise such first right, and Hadasit thereafter shall have but not the right, in its discretionobligation, to initiate and prosecute defend against such action assertion (such Party with a sole or first right to control defend being known as the defense of such declaratory judgment action (“Manage ProceedingsFirst Defending Party”) in the name of Hadasit and Rosetta. In the event that Rosetta elects not to Manage Proceedings and Hadasit elects to Manage Proceedings), Rosetta shall have no rights to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countriesand, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the Patent Rights in any material respect without the prior written consent of Hadasit. 4.3.2 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 shall provide reasonable assistance in defending against such Third Party assertion. In the case that a Third Party asserts that any Patent Right that constitutes Joint Collaboration IP is invalid or unenforceable, Frequency shall have the first right to act as the First Defending Party with respect to such assertion in the Frequency Territory and Astellas shall have the first right to act as the First Defending Party with respect to such assertion in the Astellas Territory. The First Defending Party shall (i) keep the other Party reasonably informed regarding such assertion and such defense (including by providing such other Party with drafts of each filing within a reasonable period before the deadline for such filing and promptly providing such other Party with copies of all final filings and correspondence), (ii) consult with the other Party on such defense and (iii) consider in good faith all comments from the other Party regarding such defense. The non-defending Party shall have the right to join as a party to such defense and participate with its own counsel [***]; provided, however, that the First Defending Party shall retain control of such defense. (e) In any event, at the request [***] of the Party bringing an infringement or misappropriation action under Section 10.03(b) (Enforcement and Defense) or defending an action under Section 10.03(d) (Enforcement and Defense), the other Party shall provide reasonable assistance in any such action voluntarily (including entering into a common interest agreement if reasonably deemed necessary by any Party). Further, such Party shall (i) keep the other Party reasonably informed regarding all of such Party’s assertions (including by providing such other Party with drafts of each filing within a reasonable period of time before the deadline for such filing and promptly providing such other Party with copies of all final filings and correspondence), (ii) consult with the other Party, and (iii) consider in good faith all comments from the other Party regarding such assertions. The other Party shall execute all documents reasonably be joined as a party to the suit if necessary for the initiating or defending Party to prosecutebring or continue such suit. Neither Party may settle any action or proceeding brought under Section 10.03(b) (Enforcement and Defense) or Section 10.03(d) (Enforcement and Defense), defend and maintain or knowingly take any other action in the course thereof, in a manner that materially adversely affects the other Party’s interest in any Frequency Patent Rights or Astellas Patent Rights in the other Party’s portion of the Territory without the written consent of 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 requestParty. Each Party shall keep always have the other informed right to be represented by counsel of developments its own selection and [*** in any such suit or other action or proceeding, including, to the extent permissible instituted by law, the status of any settlement negotiations and the terms of any offer related thereto. 4.3.3 Any recovery obtained by Rosetta or Hadasit in any such action or proceeding shall be shared as follows in the following order of priority: 4.3.3.1 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 action, whether by settlement or otherwise; 4.3.3.2 the other Party shall next recoup all of its costs pursuant to Section 10.03(b) (Enforcement and expenses incurred Defense) or Section 10.03(d) (Enforcement and Defense). [***] Certain information in connection with the actionthis document has been excluded pursuant to Regulation S-K, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated Item 601(b)(10). Such excluded information is not material and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Rosetta, except that Hadasit shall receive a portion equivalent would likely cause competitive harm to the royalties they would have received on such remaining amount registrant if such amount were deemed Net Salespublicly disclosed.

Enforcement and Defense. 4.3.1 Each Party (a) deCODE shall promptly give the other Party MERCK notice of either (i) any infringement in the Territory of Patent Rights, or (ii) any patent application misappropriation or patent included in the Patent Rights misuse of deCODE Know-How, that comes may come to such PartydeCODE’s attention. The Parties will MERCK and deCODE shall thereafter consult and cooperate fully to determine a course of action, including, without limitation, including but not limited to the commencement of legal action by either Partyor both MERCK and deCODE, to terminate any infringement of Patent Rights or any misappropriation or misuse of deCODE Know-How. RosettaHowever, deCODE, upon notice to HadasitMERCK, shall have the first right to initiate and prosecute such legal action at its own expense and in the name of Hadasit deCODE and Rosetta, as applicableMERCK, or to control the defense of any declaratory judgment action relating to the Patent RightsRights or deCODE Know-How. Rosetta deCODE shall promptly inform Hadasit MERCK if Rosetta it elects not to exercise such first right, right and Hadasit MERCK shall thereafter shall have the right, in its discretion, right to either initiate and prosecute such action or to control the defense of such declaratory judgment action (“Manage Proceedings”) in the name of Hadasit MERCK and, if necessary, deCODE. Each Party shall have the right to be represented by counsel of its own choice. The Party initiating a prosecution relating to Patent Rights shall bear the expense of such prosecution, except with respect to prosecutions related to Joint Collaboration Patents, the costs and Rosettaexpenses of which shall be borne equally by the Parties. In the event that Rosetta a Party elects not to Manage Proceedings contribute to the costs and Hadasit expenses incurred in connection with a prosecution related to a Joint Collaboration Patent in a country, such Party shall be deemed to have abandoned its rights with respect to such Joint Collaboration Patent in that country. (b) In the event that deCODE elects not to initiate and prosecute an action as provided in paragraph (a), and MERCK elects to Manage Proceedingsdo so, Rosetta shall have no rights the costs of any agreed-upon course of action to any such patent/patent application and any license granted to it for such patent/patent application shall terminate. Provided however that in the event elected not to Manage Proceedings only with regard to certain patent applications and/or certain countries, and Hadasit Managed Proceedings for such patent applications and/or in such countries, then the license will terminate only with regard to those patent assets and/or in these countries. In no event shall Rosetta enter into any settlement that would adversely affect the infringement of Patent Rights in or misappropriation or misuse of deCODE Know-How, including without limitation the costs of any material respect without legal action commenced or the prior written consent defense of Hadasitany declaratory judgment, shall be shared equally by deCODE and MERCK. 4.3.2 (c) For any such legal action to terminate any infringement of Patent Rights or defenseany misappropriation or misuse of deCODE Know-How, in the event that any Party MERCK is unable to initiate, prosecute, initiate or defend prosecute such action solely in its own name, the other Party shall deCODE will join such action voluntarily and shall will execute and cause its Affiliates to execute all documents reasonably necessary for the Party MERCK to prosecute, defend initiate litigation to prosecute and maintain such action. In connection with any such action, the Parties MERCK and deCODE will cooperate fully and will provide each other with any information or assistance that either may 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 consultation and approval of any settlement negotiations and the terms of any offer related thereto. 4.3.3 (d) Any recovery obtained by Rosetta either or Hadasit both MERCK and deCODE in connection with or as a result of any such action contemplated by this section, whether by settlement or proceeding otherwise, shall be shared in order as follows in the following order of priorityfollows: 4.3.3.1 (i) the Party that which initiated and prosecuted or maintained the defense of, the action, action shall recoup all of its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.2 (ii) the other Party shall next recoup all of then, to the extent possible, recover its costs and expenses incurred in connection with the action, whether by settlement or otherwise; 4.3.3.3 if Hadasit initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by Hadasit; and 4.3.3.4 if Rosetta initiated and prosecuted, or maintained the defense of, the action, (iii) the amount of any recovery remaining shall then be retained allocated between the Parties on a PRO RATA basis taking into consideration the relative economic losses suffered by Rosettaeach Party. By way of example and not limitation, except that Hadasit MERCK may suffer lost profit from the loss of sales of Product or Tests and deCODE may suffer lost royalty income on the loss of sales. (e) deCODE shall receive inform MERCK of any certification regarding any Patent Rights it has received pursuant to either 21 U.S.C. Sections 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or it successor provisions or any similar provisions in a portion equivalent country in the Territory other than the United States and shall provide MERCK with a copy of such certification within five (5) days of receipt. deCODE’s and MERCK’s rights with respect to the royalties they would 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 paragraphs 7.4(a)-(d) hereof; PROVIDED, HOWEVER, deCODE 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 received on the right to initiate and prosecute such remaining amount if such amount were deemed Net Salesaction.