Common use of Enforcement of Licensed Patent Rights Clause in Contracts

Enforcement of Licensed Patent Rights. Pacific Beach, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, in each case in Pacific Beach’s own name and, if required by law, in the name of UCB and shall consider, in good faith, the interests of UCB in so doing. If Pacific Beach does not, within one hundred [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of receipt of notice from UCB, axxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing Third Party, UCB shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of UCB’s intent to file such suit, Pacific Beach shall have the right to jointly prosecute such suit and to fund up to one-half (½) the costs of such suit. The Party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party without the prior written consent of the other Party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation to the damages suffered by each Party. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Pacific Beach shall have the right to credit up to [*] percent ([*]%) of such expenses against any royalties or other fees owing by Pacific Beach pursuant to Section 4 above.

Enforcement of Licensed Patent Rights. Pacific Beach(a) The Parties agree that as between Licensor and Licensee, at its sole expense, Licensee shall have the right to determine right, but not the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx the infringement thereofobligation, to take (institute, prosecute and control any action or refrain from taking) appropriate action proceeding with respect to enforce Licensed Patent Rights, to defend infringement or defense of any declaratory judgments seeking to invalidate or hold of the Patents within the Licensed Patent Rights unenforceablein the Field by counsel of its own choice. If Licensee commences any such action, Licensor agrees to control any litigation or other enforcement action execute all papers and to enter intoperform such other acts as may be reasonably required (including consent to be joined as party plaintiffs in such action). Licensee shall reimburse Licensor for its out-of-pocket expenses incurred in performing such acts at the request of Licensee and Licensor may, at its option and expense, be represented by counsel of its choice. If Licensee elects not to bring an action or permit, the settlement of any such litigation, declaratory judgments or other enforcement action proceeding with respect to such a Licensed Patent RightsRight, or has not provided Licensor with evidence of bona fide negotiations with the alleged infringer, in each case in Pacific Beach’s own name and, if required by law, in the name of UCB and shall consider, in good faith, the interests of UCB in so doing. If Pacific Beach does not, within one hundred [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of receipt being notified of notice from UCBinfringement, axxxx then Licensor shall have the infringement right (but not the obligation) to bring such action and Licensee agrees, at Licensor’s expense, to execute all papers and perform such other acts as may be reasonably required (including consent to be joined as a party plaintiff in such action). Neither party shall enter into any settlements, stipulated judgment or file suit to enforce other arrangement which admits or concedes that any patent, or claims thereof, within the Licensed Patent Rights against at least one infringing Third Partyis invalid, UCB shall have unenforceable or limited in scope, without obtaining the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedother party’s prior written consent, however, that, within thirty (30) days after receipt of notice of UCB’s intent to file such suit, Pacific Beach shall have the right to jointly prosecute such suit and to fund up to one-half (½) the costs of such suit. The Party controlling any such enforcement action which consent shall not settle the action be unreasonably withheld or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party without the prior written consent of the other Partydelayed. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation to the damages suffered by each PartyTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Pacific Beach shall have the right to credit up to REDACTED MATERIAL IS MARKED WITH [* * *] percent ([*]%) of such expenses against any royalties or other fees owing by Pacific Beach pursuant to Section 4 aboveAND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Enforcement of Licensed Patent Rights. Pacific BeachWithin 60 days of receipt of notice under Section 10.2.1 of any infringement of Licensed Patent Rights within the Field or with respect to any Licensed Products within the Field, the Parties shall confer to determine whether to bring suit (or take other appropriate legal action) and what actions to take (including which patents will be asserted) against the actual, alleged or threatened infringement. If the Parties can not agree on how to proceed, no suit shall be brought by either Party pending submission of the matter to arbitration under the provisions of Section 8.3. Regado shall have the primary right subject to the prior two sentences, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its own choice, to secure the cessation of the infringement or to enter suit against the infringer; provided, however, that in the event the validity or enforceability of any Licensed Patent Right is challenged, or is otherwise at issue in such an action, then Archemix shall have the right, at its sole expensediscretion, to assume control of this part of action, including without limitation, all aspects of claim construction, with counsel of its own choice. In any case controlled by Regado, Archemix and/or Gilead shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend participate in any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement such action and to enter into, be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an action or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect proceeding to so enforce a Licensed Patent Rights, in each case in Pacific Beach’s own name and, if required by law, in the name Right within a period of UCB and shall consider, in good faith, the interests of UCB in so doing. If Pacific Beach does not, within one hundred [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of after receipt of written notice from UCB, axxxx the of infringement or file suit to enforce the of such Licensed Patent Rights against at least one infringing Third PartyRight, UCB then Archemix and/or Gilead (as they shall determine) shall have the right to take whatever bring and control any such action it deems appropriate to enforce the Licensed Patent Rights; providedby counsel of their own choice and at its own expense. In such an event, however, that, within thirty (30) days after receipt of notice of UCB’s intent to file such suit, Pacific Beach Gilead shall have the right to jointly prosecute extend the right to participate in and control, as applicable, any such suit action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of the Licensed Patent Rights. If any such action or proceeding is brought by an Interested Party hereunder, the other Interested Parties agree to be joined as necessary as party plaintiffs and to fund up give the Interested Party bringing suit reasonable assistance and authority to one-half (½) control, file and prosecute the costs suit as necessary, at the sole expense of such the Interested Party bringing suit. The Party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests costs and expenses of the non-controlling Interested Party bringing suit under this Section 10.2.2 (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Interested Parties, and any remaining damages shall be paid to the Interested Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.2.2 relating to a Licensed Patent 16gnt may be entered into without the prior written consent of the other Party. All monies recovered upon the final judgment or settlement of any Interested Parties not controlling such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation to the damages suffered by each Party. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Pacific Beach shall have the right to credit up to [*] percent ([*]%) of such expenses against any royalties or other fees owing by Pacific Beach pursuant to Section 4 above.action,

Enforcement of Licensed Patent Rights. Pacific BeachWith respect to any infringement of Licensed Patent Rights within the Field or with respect to any Products within the Field, at Aptamera shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its sole expenseown choice, to secure the 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 406 of the Securities Act. cessation of the infringement or to enter suit against the infringer. Archemix and/or Gilead shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend participate in any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement such action and to enter into, be represented by counsel of its own choice and at its own expense. If Aptamera fails to exercise its right to bring an action or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect proceeding to so enforce a Licensed Patent Rights, in each case in Pacific Beach’s own name and, if required by law, in the name Right within a period of UCB and shall consider, in good faith, the interests of UCB in so doing. If Pacific Beach does not, within one hundred [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of after receipt of written notice from UCB, axxxx the of infringement or file suit to enforce the of such Licensed Patent Rights against at least one infringing Third PartyRight, UCB then Archemix shall have the right to take whatever bring and control any such action it deems appropriate by counsel of its own choice and at its own expense. If both Aptamera and Archemix fail to exercise its right to bring an action or proceeding to so enforce the a Licensed Patent Rights; provided, however, that, Right within thirty (30) a period of [***] days after receipt of written notice of UCB’s intent to file infringement of such suitLicensed Patent Right, Pacific Beach then Gilead shall have the right to jointly prosecute such suit bring and to fund up to one-half (½) the costs of such suit. The Party controlling control any such enforcement action shall not settle the action or otherwise consent to by counsel of its own choice and at its own expense. In such an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party without the prior written consent of the other Party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be sharedevent, after reimbursement of expenses, in relation to the damages suffered by each Party. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Pacific Beach Gilead shall have the right to credit up extend the right to [*] percent participate in and control, as applicable, any such action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of the Licensed Patent Rights. If any such action or proceeding is brought by an Interested Party hereunder, the other Interested Parties agree to be joined as necessary as party plaintiffs and to give the Interested Party bringing suit reasonable assistance and authority to control, file and prosecute the suit as necessary, at the sole expense of the Interested Party bringing suit. The costs and expenses of the Interested Party bringing suit under this Section 11.3.2 ([*]%including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of such expenses against any royalties damages or other fees owing by Pacific Beach pursuant monetary awards recovered in favor of the Interested Parties, and any remaining damages shall be paid to the Interested Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 4 above11.3.2 relating to a Licensed Patent Right may be entered into without the consent of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned.

Enforcement of Licensed Patent Rights. Pacific BeachBioCurex, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx abate the infringement thereof, to take xxxx (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, in each case in Pacific Beach’s own name and, if required by law, in the name of UCB and shall consider, in good faith, the interests of UCB Inverness in so doing. If Pacific Beach BioCurex does not, within one hundred [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of receipt of notice from UCBInverness, axxxx abate the infringement or file suit to enforce xx xnforce the Licensed Patent Rights against at least one infringing Third Partyparty in the Territory, UCB Inverness shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of UCB’s Inverness's intent to file such suit, Pacific Beach BioCurex shall have the right to jointly prosecute such suit and to fund up to one-half (½1/2) the costs of such suit. The Party party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party party without the prior written consent of the other Partyparty. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation by BioCurex and Inverness pro rata according to the damages suffered respective percentages of costs borne by each Party. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for in such suit. Notwithstanding the foregoing, Pacific Beach BioCurex and Inverness shall have fully cooperate with each other in the right planning and execution of any action to credit up to [*] percent ([*]%) of enforce the Licensed Patent Rights, including, if necessary, joining in such expenses against any royalties or other fees owing by Pacific Beach pursuant to Section 4 aboveaction.

Enforcement of Licensed Patent Rights. Pacific BeachWithin 60 days of receipt of notice under Section 10.2.1 of any infringement of Licensed Patent Rights within the Field or with respect to any Licensed Products within the Field, the Parties shall confer to determine whether to bring suit (or take other appropriate legal action) and what actions to take (including which patents will be asserted) against the actual, alleged or threatened infringement. If the Parties can not agree on how to proceed, no suit shall be brought by either Party pending submission of the matter to arbitration under the provisions of Section 8.3. Regado shall have the primary right, but not the obligation, to initiate, prosecute and control any action with respect to such infringement, by counsel of its own choice, to secure the cessation of the infringement or to enter suit against the infringer; provided, however, that in the event the validity or enforceability of any Licensed Patent Right is challenged, or is otherwise at issue in such an action, then Archemix 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 406 of the Securities Act. shall have the right, at its sole expensediscretion, to assume control of this part of action, including without limitation, all aspects of claim construction, with counsel of its own choice.. In any case controlled by Regado, Archemix and/or Gilead shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend participate in any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement such action and to enter into, be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an action or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect proceeding to so enforce a Licensed Patent Rights, in each case in Pacific Beach’s own name and, if required by law, in the name Right within a period of UCB and shall consider, in good faith, the interests of UCB in so doing. If Pacific Beach does not, within one hundred [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of after receipt of written notice from UCB, axxxx the of infringement or file suit to enforce the of such Licensed Patent Rights against at least one infringing Third PartyRight, UCB then Archemix and/or Gilead (as they shall determine) shall have the right to take whatever bring and control any such action it deems appropriate to enforce the Licensed Patent Rights; providedby counsel of their own choice and at its own expense. In such an event, however, that, within thirty (30) days after receipt of notice of UCB’s intent to file such suit, Pacific Beach Gilead shall have the right to jointly prosecute extend the right to participate in and control, as applicable, any such suit action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of the Licensed Patent Rights. If any such action or proceeding is brought by an Interested Party hereunder, the other Interested Parties agree to be joined as necessary as party plaintiffs and to fund up give the Interested Party bringing suit reasonable assistance and authority to one-half (½) control, file and prosecute the costs suit as necessary, at the sole expense of such the Interested Party bringing suit. The Party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests costs and expenses of the non-controlling Interested Party bringing suit under this Section 10.2.2 (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Interested Parties, and any remaining damages shall be paid to the Interested Party that controlled such action. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.2.2 relating to a Licensed Patent Right may be entered into without the prior written consent of the other PartyInterested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned. All monies recovered upon If either of the final judgment or settlement of any such suit to enforce Interested Parties not controlling the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation action do not consent to the damages suffered by each Party. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suitproposed settlement, Pacific Beach shall have the right to credit up to [*] percent ([*]%) of such expenses against any royalties consent judgement or other fees owing by Pacific Beach pursuant voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 4 above8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

Enforcement of Licensed Patent Rights. Pacific BeachBioCurex, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, in each case in Pacific Beach’s own name and, if required by law, in the name of UCB and shall consider, in good faith, the interests of UCB Inverness in so doing. If Pacific Beach BioCurex does not, within one hundred [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. twenty (120) days of receipt of notice from UCBInverness, axxxx xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing Third Partyparty in the Territory, UCB Inverness shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of UCB’s Inverness's intent to file such suit, Pacific Beach BioCurex shall have the right to jointly prosecute such suit and to fund up to one-half (½1/2) the costs of such suit. The Party party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party party without the prior written consent of the other Partyparty. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of expenses, in relation by BioCurex and Inverness pro rata according to the damages suffered respective percentages of costs borne by each Party. If Pacific Beach does not receive sufficient monies from a final judgment or settlement to cover its expenses for in such suit. Notwithstanding the foregoing, Pacific Beach BioCurex and Inverness shall have fully cooperate with each other in the right planning and execution of any action to credit up to [*] percent ([*]%) of enforce the Licensed Patent Rights, including, if necessary, joining in such expenses against any royalties or other fees owing by Pacific Beach pursuant to Section 4 aboveaction.