Common use of Enforcement and Defense Clause in Contracts

Enforcement and Defense. (a) Each party shall give the other notice of either (x) any infringement of ARRIS Patents or Collaboration Patents in the Field, or (y) any misappropriation or misuse of ARRIS Know-How, that may come to ARRIS’s attention. MERCK and ARRIS thereafter shall consult and cooperate fully to determine a course of action including, without limitation, the commencement of legal action by either or both of MERCK and ARRIS, to terminate any infringement of such patent rights in the Field or any misappropriation or misuse of ARRIS Know-How in the Field. However, ARRIS, upon notice to MERCK, shall have the first right to initiate and prosecute such legal action [***] in the name of ARRIS (and, if appropriate, MERCK), or to control the defense of [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. any declaratory judgment action relating to ARRIS Patents, Collaboration Patents or ARRIS Know-How. ARRIS promptly shall inform MERCK if it elects not to exercise such first right, and if such infringement or misuse materially adversely affects MERCK’s efforts under this Agreement, MERCK 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 MERCK and, if necessary, ARRIS. (b) If ARRIS elects not to initiate and prosecute an action as provided in Subsection 7.4(a), and, due to material adverse effect on MERCK, MERCK has the right and chose to prosecute an action, the cost of any agreed-upon course of action to terminate infringement of ARRIS Patents or Collaboration Patents, misappropriation or misuse of ARRIS Know-How, including the costs of any legal action commenced or the defense of any declaratory judgment, [***]. Any proceeds from such action [***] will be [***]. (c) For any action to terminate any infringement of ARRIS Patents or Collaboration Patents or any misappropriation or misuse of ARRIS Know-How, in the event that either MERCK or ARRIS is unable to initiate or prosecute such action solely in its own name as provided herein, 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 seeking to initiate litigation to prosecute and maintain such action. In connection with any such action, MERCK and ARRIS 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 either or both MERCK and ARRIS, in connection with or as a result of any action contemplated by this Section 7.4 to terminate an infringement or misuse where such infringement or misuse materially adversely affects MERCK’s efforts under the Agreement, whether by settlement or otherwise, shall be shared in order as follows: (i) [***] for such action, then [***]; (ii) if [***], then any proceeds shall be [***]. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. (e) ARRIS shall inform MERCK of any certification regarding any ARRIS Patents it has received pursuant to either 21 U.S.C. Sections 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under [***] and shall provide MERCK with a copy of such certification within five days of receipt. ARRIS’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 as defined in Subsections 7.4(a) through (d) hereof; PROVIDED, HOWEVER, that ARRIS shall exercise its first right to initiate and prosecute any action and shall inform MERCK of such decision within ten days of receipt of the certification, after which time MERCK shall have the right to initiate and prosecute such action. (f) For any action for which the parties are [***] which is [***] shall control the action. If the parties are [***] shall control the action.

Enforcement and Defense. (a) Each party 7.4.1 Vertex shall give the other Merck notice of either (xi) any infringement of ARRIS Patents or Collaboration Patents in the FieldPatent Rights, or (yii) any misappropriation or misuse of ARRIS Vertex Know-How, that may come to ARRIS’s Vertex's attention. MERCK Merck and ARRIS Vertex shall thereafter shall consult and cooperate fully to determine a course of action includingaction, without limitation, including but not limited to the commencement of legal action by either or both of MERCK Merck and ARRISVertex, to terminate any infringement of such patent rights in the Field Patent Rights or any misappropriation or misuse of ARRIS Vertex Know-How in the FieldHow. However, ARRISVertex, upon notice to MERCKMerck, shall have the first right to initiate and prosecute such legal action [***] at its own expense and in the name of ARRIS (and, if appropriate, MERCK)Vertex and Merck, or to control the defense of [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. any declaratory judgment action relating to ARRIS Patents, Collaboration Patents Patent Rights or ARRIS Vertex Know-How. ARRIS Vertex shall promptly shall inform MERCK Merck if it elects not to exercise such first right, right and if such infringement or misuse materially adversely affects MERCK’s efforts under this Agreement, MERCK Merck shall thereafter shall have the right to either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MERCK Merck and, if necessary, ARRISVertex. Each Party shall have the right to be represented by counsel of its own choice. (b) 7.4.2 If ARRIS Vertex elects not to initiate and prosecute an action as provided in Subsection 7.4(a)Section 7.4.1, and, due and Merck elects to material adverse effect on MERCK, MERCK has the right and chose to prosecute an actiondo so, the cost costs of any agreed-upon course of action to terminate infringement of ARRIS Patents Patent Rights or Collaboration Patents, misappropriation or misuse of ARRIS Vertex Know-How, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, [***]. Any proceeds from such action [***] will shall be [***]shared equally by Vertex and Merck. (c) 7.4.3 For any action to terminate any infringement of ARRIS Patents or Collaboration Patents Patent Rights or any misappropriation or misuse of ARRIS Vertex Know-How, in the event that either MERCK or ARRIS Merck is unable to initiate or prosecute such action solely in its own name as provided hereinname, the other party Vertex will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the party seeking Merck to initiate litigation to prosecute and maintain such action. In connection with any such action, MERCK Merck and ARRIS Vertex will cooperate fully and will provide each other with any information or assistance that either may reasonably may request. Each party 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. (d) 7.4.4 Any recovery obtained by either or both MERCK Merck and ARRIS, Vertex in connection with or as a result of any action contemplated by this Section 7.4 to terminate an infringement or misuse where such infringement or misuse materially adversely affects MERCK’s efforts under the AgreementSection, whether by settlement or otherwise, shall be shared in order as follows: (i) [***] for such the Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action, then [***]; (ii) if [***]the other Party shall then, then any proceeds shall be [***]. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately the extent possible, recover its costs and expenses incurred in connection with the Securities and Exchange Commissionaction; and (iii) the amount of any recovery remaining shall then be allocated between the Parties on a pro rata basis taking into consideration the relative economic losses suffered by each Party. (e) ARRIS 7.4.5 Vertex shall inform MERCK Merck of any certification regarding any ARRIS Patents 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 under [***] its successor provisions or any similar provisions in a country in the Territory other than the United States and shall provide MERCK Merck with a copy of such certification within five (5) days of receipt. ARRIS’s Vertex's and MERCK’s 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 as defined in Subsections 7.4(a) subsections 7.4.1 through (d) hereof7.4.4; PROVIDEDprovided, HOWEVERhowever, that ARRIS the Vertex shall exercise its first right to initiate and prosecute any action and shall inform MERCK Merck of such decision within ten (10) days of receipt of the certification, after which time MERCK Merck shall have the right to initiate and prosecute such action. (f) For any action for which the parties are [***] which is [***] shall control the action. If the parties are [***] shall control the action.

Enforcement and Defense. (a) Each party 7.4.1 Vertex shall give the other Merck notice of either (xi) any infringement of ARRIS Patents or Collaboration Patents in the FieldPatent Rights, or (yii) any misappropriation or misuse of ARRIS Vertex Know-How, that may come to ARRISVertex’s attention. MERCK Merck and ARRIS Vertex shall thereafter shall consult and cooperate fully to determine a course of action includingaction, without limitation, including but not limited to the commencement of legal action by either or both of MERCK Merck and ARRISVertex, to terminate any infringement of such patent rights in the Field Patent Rights or any misappropriation or misuse of ARRIS Vertex Know-How in the FieldHow. However, ARRISVertex, upon notice to MERCKMerck, shall have the first right to initiate and prosecute such legal action [***] at its own expense and in the name of ARRIS (and, if appropriate, MERCK)Vertex and Merck, or to control the defense of [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. any declaratory judgment action relating to ARRIS Patents, Collaboration Patents Patent Rights or ARRIS Vertex Know-How. ARRIS Vertex shall promptly shall inform MERCK Merck if it elects not to exercise such first right, right and if such infringement or misuse materially adversely affects MERCK’s efforts under this Agreement, MERCK Merck shall thereafter shall have the right to either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MERCK Merck and, if necessary, ARRISVertex. Each Party shall have the right to be represented by counsel of its own choice. (b) 7.4.2 If ARRIS Vertex elects not to initiate and prosecute an action as provided in Subsection 7.4(a)Section 7.4.1, and, due and Merck elects to material adverse effect on MERCK, MERCK has the right and chose to prosecute an actiondo so, the cost costs of any agreed-upon course of action to terminate infringement of ARRIS Patents Patent Rights or Collaboration Patents, misappropriation or misuse of ARRIS Vertex Know-How, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, [***]. Any proceeds from such action [***] will shall be [***]shared equally by Vertex and Merck. (c) 7.4.3 For any action to terminate any infringement of ARRIS Patents or Collaboration Patents Patent Rights or any misappropriation or misuse of ARRIS Vertex Know-How, in the event that either MERCK or ARRIS Merck is unable to initiate or prosecute such action solely in its own name as provided hereinname, the other party Vertex will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the party seeking Merck to initiate litigation to prosecute and maintain such action. In connection with any such action, MERCK Merck and ARRIS Vertex will cooperate fully and will provide each other with any information or assistance that either may reasonably may request. Each party 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. (d) 7.4.4 Any recovery obtained by either or both MERCK Merck and ARRIS, Vertex in connection with or as a result of any action contemplated by this Section 7.4 to terminate an infringement or misuse where such infringement or misuse materially adversely affects MERCK’s efforts under the AgreementSection, whether by settlement or otherwise, shall be shared in order as follows: (i) [***] for such the Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action, then [***]; (ii) if [***]the other Party shall then, then any proceeds shall be [***]. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately the extent possible, recover its costs and expenses incurred in connection with the Securities and Exchange Commissionaction; and (iii) the amount of any recovery remaining shall then be allocated between the Parties on a pro rata basis taking into consideration the relative economic losses suffered by each Party. (e) ARRIS 7.4.5 Vertex shall inform MERCK Merck of any certification regarding any ARRIS Patents 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 under [***] its successor provisions or any similar provisions in a country in the Territory other than the United States and shall provide MERCK Merck with a copy of such certification within five (5) days of receipt. ARRISVertex’s and MERCKMerck’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 Subsections 7.4(a) subsections 7.4.1 through (d) hereof7.4.4; PROVIDEDprovided, HOWEVERhowever, that ARRIS the Vertex shall exercise its first right to initiate and prosecute any action and shall inform MERCK Merck of such decision within ten (10) days of receipt of the certification, after which time MERCK Merck shall have the right to initiate and prosecute such action. (f) For any action for which the parties are [***] which is [***] shall control the action. If the parties are [***] shall control the action.

Enforcement and Defense. (a) Each party RENOVIS shall give the other MERCK notice of either (xi) any infringement of ARRIS Patents or Collaboration Patents in the FieldPatent Rights, or (yii) any misappropriation or misuse of ARRIS RENOVIS Know-How, that may come to ARRIS’s RENOVIS’ attention. MERCK and ARRIS RENOVIS shall thereafter shall consult and cooperate fully to determine a course of action includingaction, without limitation, including but not limited to the commencement of legal action by either or both of MERCK and ARRISRENOVIS, to terminate any infringement of such patent rights in the Field Patent Rights or any misappropriation or misuse of ARRIS RENOVIS Know-How in the FieldHow. However, ARRISRENOVIS, upon notice to MERCK, shall have the first right to initiate and prosecute such legal action [***] at its own expense and in the name of ARRIS (and, if appropriate, RENOVIS and MERCK), or to control the defense of [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. any declaratory judgment action relating to ARRIS Patents, Collaboration Patents Patent Rights or ARRIS RENOVIS Know-How. ARRIS RENOVIS shall promptly shall inform MERCK if it elects not to exercise such first right, right and if such infringement or misuse materially adversely affects MERCK’s efforts under this Agreement, MERCK shall thereafter shall have the right to either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MERCK and, if necessary, ARRISRENOVIS. Each Party shall have the right to be represented by counsel of its own choice. (b) If ARRIS In the event that RENOVIS elects not to initiate and prosecute an action as provided in Subsection 7.4(aparagraph (a), and, due and MERCK elects to material adverse effect on MERCK, MERCK has the right and chose to prosecute an actiondo so, the cost costs of any agreed-upon course of action to terminate infringement of ARRIS Patents RENOVIS Patent Rights or Collaboration Patents, misappropriation or misuse of ARRIS RENOVIS Know-How, including without limitation the costs of any legal action commenced or the defense of any declaratory judgment, [***]. Any proceeds from such action [***] will shall be [***]shared equally by RENOVIS and MERCK. (c) For any action to terminate any infringement of ARRIS Patents or Collaboration Patents Patent Rights or any misappropriation or misuse of ARRIS RENOVIS Know-How, in the event that either MERCK or ARRIS is unable to initiate or prosecute such action solely in its own name as provided hereinname, the other party RENOVIS will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the party seeking MERCK to initiate litigation to prosecute and maintain such action. In connection with any such action, MERCK and ARRIS RENOVIS will cooperate fully and will provide each other with any information or assistance that either may reasonably may request. Each party 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. (d) Any recovery obtained by either or both MERCK and ARRIS, RENOVIS in connection with or as a result of any action contemplated by this Section 7.4 to terminate an infringement or misuse where such infringement or misuse materially adversely affects MERCK’s efforts under the Agreementsection, whether by settlement or otherwise, shall be shared in order as follows: (i) [***] for such the Party which initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action, then [***]; (ii) if [***]the other Party shall then, then any proceeds shall be [***]. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately the extent possible, recover its costs and expenses incurred in connection with the Securities and Exchange Commissionaction; and (iii) the amount of any recovery remaining shall then be allocated between the Parties on a pro rata basis taking into consideration the relative economic losses suffered by each Party. (e) ARRIS RENOVIS shall inform MERCK of any certification regarding any ARRIS Patents 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 under [***] it successor provisions or any similar provisions in a 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. ARRIS’s RENOVIS’ 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 as defined in Subsections 7.4(a) through (dparagraphs 7.4(a)-(d) hereof; PROVIDEDprovided, HOWEVERhowever, that ARRIS the RENOVIS 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 initiate and prosecute such action. (f) For any action for which the parties are [***] which is [***] shall control the action. If the parties are [***] shall control the action.

Enforcement and Defense. (a) Each party 7.5.1 A Party shall give the other Party notice of either (xi) any infringement of ARRIS Patents Avalon Patent Rights exclusively licensed to Merck with respect to Licensed Compound or Collaboration Patents in the FieldProduct under this Agreement, or (yii) any misappropriation or misuse of ARRIS Avalon Know-HowHow that is exclusively licensed to Merck, with respect to the making, using, selling, offer for sale or importation of Licensed Compound and/or Product (“Product Infringement”) that may come to ARRISa Party’s attention. MERCK Merck and ARRIS Avalon shall thereafter shall consult and cooperate fully to determine a course of action includingaction, without limitation, including but not limited to the commencement of legal action by either or both of MERCK Merck and ARRISAvalon, to terminate any infringement of such patent rights in the Field or any misappropriation or misuse of ARRIS Know-How in the FieldProduct Infringement. However, ARRISMerck, upon notice to MERCKAvalon, shall have the first right to initiate and prosecute such legal action [***] at its own expense and in the name of ARRIS (and, if appropriate, MERCK)Avalon and Merck, or to control the defense of [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. any declaratory judgment action relating to ARRIS Patents, Collaboration Patents Avalon Patent Rights or ARRIS Avalon Know-HowHow that are exclusively licensed to Merck with respect to Licensed Compound or Product under this Agreement. ARRIS Merck shall promptly shall inform MERCK Avalon if it elects not to exercise such first right, right and if such infringement or misuse materially adversely affects MERCK’s efforts under this Agreement, MERCK Avalon shall thereafter shall have the right to either to initiate and prosecute such action or to control the defense of such declaratory judgment action in the name of MERCK Avalon and, if necessary, ARRISMerck. Each Party shall have the right to be represented by counsel of its own choice. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (b) If ARRIS 7.5.2 In the event that Merck elects not to initiate and prosecute an action as provided in Subsection 7.4(a)Section 7.5.1, and, due and Avalon elects to material adverse effect on MERCK, MERCK has the right and chose to prosecute an actiondo so, the cost costs of any agreed-upon course of action to terminate infringement of ARRIS Patents or Collaboration Patents, misappropriation or misuse of ARRIS Know-How, including Product Infringement without limitation the costs of any legal action commenced or the defense of any declaratory judgment, [***]. Any proceeds from such action [***] will shall be [***]borne by Avalon and shared equally by Avalon and Merck. (c) 7.5.3 For any action to terminate any infringement of ARRIS Patents or Collaboration Patents or any misappropriation or misuse of ARRIS Know-How, Product Infringement in the event that either MERCK or ARRIS Merck is unable to initiate or prosecute such action solely in its own name as provided hereinname, the other party Avalon will join such action voluntarily and will execute and cause its Affiliates under its control to execute all documents necessary for the party seeking Merck to initiate litigation to prosecute and maintain such action. In connection with any such action, MERCK Merck and ARRIS Avalon will cooperate fully and will provide each other with any information or assistance that either may reasonably may request. Each party Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) 7.5.4 Any recovery obtained by either or both MERCK Merck and ARRIS, Avalon in connection with or as a result of any action contemplated by this Section 7.4 to terminate an infringement or misuse where such infringement or misuse materially adversely affects MERCK’s efforts under the AgreementSection, whether by settlement or otherwise, shall be shared in order as follows: (ib) [***] for such action, then [***];and (ii) if [***], then any proceeds shall be [***]. [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. (e) ARRIS 7.5.5 Avalon shall inform MERCK Merck of any certification regarding any ARRIS Patents Avalon Patent Rights that are exclusively licensed to Merck with respect to Licensed Compound or Product under this Agreement it has received pursuant to either 21 U.S.C. Sections §§355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or under [***] its successor provisions or any similar provisions in a country in the Territory other than the United States, and shall provide MERCK Merck with a copy of such certification within five (5) days of receipt. ARRISAvalon’s and MERCKMerck’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 Subsections 7.4(a) subsections 7.5.1 through (d) hereof7.5.4; PROVIDEDprovided, HOWEVERhowever, that ARRIS Merck shall exercise its first right to initiate and prosecute any action and shall inform MERCK Avalon of such decision within ten (10) days of receipt of the certification, after which time MERCK Avalon shall have the right to initiate and prosecute such action. (f) For any action . Regardless of which Party has the right to initiate and prosecute such action, both Parties shall, as soon as practicable after receiving notice of such certification, convene and consult with each other regarding the appropriate course of conduct for which the parties are [***] which is [***] shall control the such action. If The non-initiating Party shall have the parties are [***] shall control right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and the right to join and participate in such action. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.