Common use of Enforcement of Licensed Patent Rights Clause in Contracts

Enforcement of Licensed Patent Rights. Within 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 discretion, 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 participate in any such action and to 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 proceeding to so enforce a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determine) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to 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 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 consent of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned. If either of the Interested Parties not controlling the action do not consent to the proposed settlement, consent judgement or other voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

Enforcement of Licensed Patent Rights. Within 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(a) The Parties agree that as between Licensor and Licensee, 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 Licensee shall have the primary right, but not the obligation, to initiateinstitute, prosecute and control any action or proceeding with respect to such infringement, infringement or defense of any of the Patents within the Licensed Patent Rights in the Field by counsel of its own choice. If Licensee commences any such action, Licensor agrees to secure the cessation of the infringement or execute all papers and 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 perform such other acts as may be reasonably required (including consent to be joined as party plaintiffs in such an action, then Archemix Portions ). Licensee shall reimburse Licensor for its out-of-pocket expenses incurred in performing such acts at the request of this Exhibit were omitted Licensee 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 rightLicensor may, at its discretionoption and expense, 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 participate in any such action and to be represented by counsel of its own choice and at its own expensechoice. If Regado fails to exercise its right Licensee elects not to bring an action or proceeding with respect to so enforce such a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, or has not provided Licensor with evidence of bona fide negotiations with the alleged infringer, in each case within one hundred twenty (120) days of being notified of infringement, then Archemix and/or Gilead (as they shall determine) Licensor shall have the right (but not the obligation) to bring and control any such action by counsel of their own choice and Licensee agrees, at its own Licensor’s expense. In such an event, Gilead shall have the right to extend the right to participate in execute all papers 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 perform 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 acts as may be reasonably required (including consent to be joined as necessary as a party plaintiffs and to give plaintiff in such action). Neither party shall enter into any settlements, stipulated judgment or other arrangement which admits or concedes that any patent, or claims thereof, within the Interested Party bringing suit reasonable assistance and authority to controlLicensed Patent Rights is invalid, file and prosecute unenforceable or limited in scope, without obtaining the suit as necessaryother party’s prior written consent, at the sole expense of the Interested Party bringing suit. The costs and expenses of the Interested Party bringing suit under this Section 10.2.2 which consent shall not be unreasonably withheld or delayed. (including the internal costs and expenses specifically attributable to such suitb) shall be reimbursed first out of any Any damages or other monetary awards recovered in favor pursuant to this Section 5.2(b) shall be allocated first to the reasonable costs and expenses of the Interested Partiesenforcing party, and any remaining damages shall be paid then to the Interested Party that controlled such action. No settlement or consent judgment reasonable costs and expenses, if any, of the other party; and the balance of any recovery pursuant to any suit, proceeding or other voluntary final disposition of a suit legal action taken under this Section 10.2.2 relating to a Licensed Patent Right may shall be entered into without treated as Net Revenues for the consent purposes of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned. If either of the Interested Parties not controlling the action do not consent to the proposed settlement, consent judgement or other voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitrationroyalty calculations hereunder.

Enforcement of Licensed Patent Rights. Within 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 rightright 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 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 discretion, 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 participate in any such action and to 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 proceeding to so enforce a Licensed Patent Right within a period of [***] one hundred twenty (120) days after receipt of written notice of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determine) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to 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 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 16gnt 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. If either of the Interested Parties not controlling the action do not consent to the proposed settlement, consent judgement or other voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.,

Enforcement of Licensed Patent Rights. Within 60 BioCurex, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise abate the infringement thereof, to 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, and shall consider, in good faith, the interests of Inverness in so doing. If BioCurex does not, within one hundred twenty (120) days of receipt of notice under Section 10.2.1 of any from Inverness, abate the infringement of or file suit xx xnforce the Licensed Patent Rights within against at least one infringing party in the Field or with respect to any Licensed Products within the FieldTerritory, 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 Inverness shall have the primary right, but not right to take whatever action it deems appropriate to enforce 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 infringerLicensed Patent Rights; provided, however, that in the event the validity or enforceability that, within thirty (30) days after receipt of any Licensed Patent Right is challengednotice of Inverness's intent to file such suit, 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 discretion, 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 BioCurex shall have the right to participate in jointly prosecute such suit and to fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action and to be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an shall not settle the action or proceeding otherwise consent to so 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 a the Licensed Patent Right within a period Rights shall be shared, after reimbursement of [***] days after receipt expenses, by BioCurex and Inverness pro rata according to the respective percentages of written notice costs borne by each in such suit. Notwithstanding the foregoing, BioCurex and Inverness shall fully cooperate with each other in the planning and execution of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determine) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to 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 enforce 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 controlincluding, file and prosecute the suit as if necessary, at the sole expense of the Interested Party bringing suit. The costs and expenses of the 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 joining 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 consent of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned. If either of the Interested Parties not controlling the action do not consent to the proposed settlement, consent judgement or other voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.

Enforcement of Licensed Patent Rights. Within 60 days of receipt of notice under Section 10.2.1 11.2.1 Each Party shall notify the other Party 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 known 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 Party of any Licensed Patent Right is challenged, or is otherwise at issue in such an action, then Archemix Portions of this Exhibit were omitted Rights by a Third Party and have been filed separately shall provide the other Party with the Secretary available evidence, if any, of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. such infringement. 11.2.2 Artelo, at its sole expense, shall have the right, at its discretionfirst right to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx such infringement, 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 participate in any such action and to be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an action take (or proceeding to so enforce a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determinerefrain from taking) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to participate in and control, as applicable, any such appropriate action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of enforce the Licensed Patent Rights. If , to control 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 10.2.2 (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages litigation or other monetary awards recovered in favor of the Interested Partiesenforcement action and, and any remaining damages shall be paid subject 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 consent of the Interested Parties not controlling such actionNEOMED’s written consent, such consent not to be unreasonably withheld, delayed or conditioned, to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall endeavor, in good faith, that the interests of NEOMED are protected in so doing. If either NEOMED agrees to cooperate reasonably with Xxxxxx in any action to enforce the Licensed Patent Rights under this Section 11.2.2, provided that Xxxxxx reimburses NEOMED promptly for any costs and expenses incurred by NEOMED in providing such assistance. Without limiting the generality of the Interested Parties foregoing, should Xxxxxx elect to bring suit against an infringer of Licensed Patent Rights, NEOMED agrees to be joined as party plaintiff in any such suit, if deemed a necessary party, subject to Xxxxxx’s reimbursement of NEOMED’s costs and expenses as set forth above. 11.2.3 If Artelo does not, within [***] of receipt of notice from NEOMED under Section 11.2.1, xxxxx the infringement or file suit to enforce the Licensed Patent Rights , NEOMED shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights. The Party controlling any such enforcement action shall not controlling settle the action do not or otherwise consent to an adverse judgment in such action that adversely affects the proposed settlementrights or interests of the non-controlling Party without the prior written consent of the other Party. [***] 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. 11.2.4 All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights pursuant to this Section 11.2 shall be first used to reimburse each Party for its costs and expenses incurred in connection with such suit pro rata, consent judgement or other voluntary final dispositionand the remainder, if any, shall be allocated as follows: (a) for any suit initiated and prosecuted by Xxxxxx, the Interested Party controlling remainder shall be deemed Net Sales and allocated in accordance with Section 5.2.3, and (b) for any suit initiated and prosecuted by NEOMED, the disposition can request expedited arbitration of the failure remainder shall be remitted to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitrationNEOMED.

Enforcement of Licensed Patent Rights. Within 60 days of receipt of notice under Section 10.2.1 11.2.1 Each Party shall notify the other Party 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 known 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 Party of any Licensed Patent Right is challenged, or is otherwise at issue in such an action, then Archemix Portions of this Exhibit were omitted Rights by a Third Party and have been filed separately shall provide the other Party with the Secretary available evidence, if any, of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. such infringement. 11.2.2 Artelo, at its sole expense, shall have the right, at its discretionfirst right to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx such infringement, 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 participate in any such action and to be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an action take (or proceeding to so enforce a Licensed Patent Right within a period of [***] days after receipt of written notice of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determinerefrain from taking) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to participate in and control, as applicable, any such appropriate action to its Affiliates and sublicensees, as Gilead in its sole discretion deems necessary to satisfy its obligations to such other sublicensees of enforce the Licensed Patent Rights. If , to control 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 10.2.2 (including the internal costs and expenses specifically attributable to such suit) shall be reimbursed first out of any damages litigation or other monetary awards recovered in favor of the Interested Partiesenforcement action and, and any remaining damages shall be paid subject 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 consent of the Interested Parties not controlling such actionNEOMED’s written consent, such consent not to be unreasonably withheld, delayed or conditioned, to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall endeavor, in good faith, that the interests of NEOMED are protected in so doing. If either NEOMED agrees to cooperate reasonably with Artelo in any action to enforce the Licensed Patent Rights under this Section 11.2.2, provided that Artelo reimburses NEOMED promptly for any costs and expenses incurred by NEOMED in providing such assistance. Without limiting the generality of the Interested Parties foregoing, should Artelo elect to bring suit against an infringer of Licensed Patent Rights, NEOMED agrees to be joined as party plaintiff in any such suit, if deemed a necessary party, subject to Artelo’s reimbursement of NEOMED’s costs and expenses as set forth above. 11.2.3 If Artelo does not, within ninety (90) days of receipt of notice from NEOMED under Section 11.2.1, xxxxx the infringement or file suit to enforce the Licensed Patent Rights , NEOMED shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights. The Party controlling any such enforcement action shall not controlling settle the action do not or otherwise consent to an adverse judgment in such action that adversely affects the proposed settlementrights or interests of the non-controlling Party without the prior written consent of the other Party. 11.2.4 All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights pursuant to this Section 11.2 shall be first used to reimburse each Party for its costs and expenses incurred in connection with such suit pro rata, consent judgement or other voluntary final dispositionand the remainder, if any, shall be allocated as follows: (a) for any suit initiated and prosecuted by Artelo, the Interested Party controlling remainder shall be deemed Net Sales and allocated in accordance with Section 5.2.3, and (b) for any suit initiated and prosecuted by NEOMED, the disposition can request expedited arbitration of the failure remainder shall be remitted to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitrationNEOMED.

Enforcement of Licensed Patent Rights. Within 60 BioCurex, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise 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, and shall consider, in good faith, the interests of Inverness in so doing. If BioCurex does not, within one hundred twenty (120) days of receipt of notice under Section 10.2.1 of any from Inverness, xxxxx the infringement of or file suit to enforce the Licensed Patent Rights within against at least one infringing party in the Field or with respect to any Licensed Products within the FieldTerritory, 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 Inverness shall have the primary right, but not right to take whatever action it deems appropriate to enforce 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 infringerLicensed Patent Rights; provided, however, that in the event the validity or enforceability that, within thirty (30) days after receipt of any Licensed Patent Right is challengednotice of Inverness's intent to file such suit, 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 discretion, 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 BioCurex shall have the right to participate in jointly prosecute such suit and to fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action and to be represented by counsel of its own choice and at its own expense. If Regado fails to exercise its right to bring an shall not settle the action or proceeding otherwise consent to so 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 a the Licensed Patent Right within a period Rights shall be shared, after reimbursement of [***] days after receipt expenses, by BioCurex and Inverness pro rata according to the respective percentages of written notice costs borne by each in such suit. Notwithstanding the foregoing, BioCurex and Inverness shall fully cooperate with each other in the planning and execution of infringement of such Licensed Patent Right, then Archemix and/or Gilead (as they shall determine) shall have the right to bring and control any such action by counsel of their own choice and at its own expense. In such an event, Gilead shall have the right to extend the right to 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 enforce 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 controlincluding, file and prosecute the suit as if necessary, at the sole expense of the Interested Party bringing suit. The costs and expenses of the 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 joining 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 consent of the Interested Parties not controlling such action, such consent not to be unreasonably withheld, delayed or conditioned. If either of the Interested Parties not controlling the action do not consent to the proposed settlement, consent judgement or other voluntary final disposition, the Interested Party controlling the disposition can request expedited arbitration of the failure to consent under the terms of Section 8.3. The Interested Party(ies) not prevailing in the arbitration shall pay the cost of the arbitration.