Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. Kite, 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.

Enforcement of Patent Rights. KiteEach party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the 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 litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall bring any such enforcement notify Licensor whether or not Allos intends to take action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject against the alleged infringer. If Allos notifies Licensor that it does not intend to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kitetake action, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret if within one hundred eighty (all costs to be borne by Kite180) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of days after receipt of notice from Cabaret, Allos does not xxxxx the such infringement or file suit to enforce the Licensed Patent Rights against at least one each infringing party, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, howeverincluding bringing and controlling at its own expense a legal action in which, thatif legally necessary, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suitAllos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse a judgment in such action that diminishes results in any grant to the third party of rights or interests of under the non-controlling party Licensed Patent Rights, without the prior written consent of the other partynon-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be used (a) firstreimbursed for reasonable expenses, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) secondlegal fees, (i) if Cabaret is the controlling party in for such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salescooperation.

Enforcement of Patent Rights. KiteCompany, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights in the Territory or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate [*] 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. action to enforce Licensed Patent RightsRights in the Territory, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights in the Territory 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 Company’s own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Company does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretLicensor, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing partyparty in the Territory, Cabaret Licensor 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 CabaretLicensor’s intent to file such suit, Kite Company 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 in the Territory shall be used (a) first, shared in relation to reimburse the costs and expenses damages (including reasonable attorneys’ fees and costsexpenses for the enforcement action) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net as a result of such royaltiesinfringement. Notwithstanding the foregoing, to the extent any part of the recovery includes a reasonable royalty, such royalty amounts shall be deemed Sublicensing Royalties and paid in accordance with Section 4.6. and to the extent that any part of the recovery includes punitive damages, such amounts shall be distributed [*]% to the controlling party and [*]% to the other party. Notwithstanding anything to the contrary in this Section 9.3, if Licensor takes control of the litigation and Company does not elect to participate in the funding of the litigation, then Licensor shall retain all monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights. If Licensor takes control of the litigation and Company does elect to fund the litigation, then the monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, in relation to the damages (including attorneys’ fees and expenses for the enforcement action) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if incurred by each party as a result of such recovery was received as Net Salesinfringement.

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights Patents or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent RightsPatents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights licensed Patents 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 RightsPatents, in each case in Licensee's own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] of six (6) months after receipt of notice from Cabaret, xxxxx Licensor take reasonable steps to axxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against at least one infringing partyParty, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, however, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s intent Licensor's Intent to file such suit, Kite Licensee shall have the right to jointly prosecute such suit and to fund up to […one-half(***…] ) the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to an adverse judgment Judgment in such joint 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 Judgment or settlement of any such suit to enforce the Licensed Patent Rights Patents shall be used shared In relation to the damages (a) first, to reimburse the costs including attorneys' fees and expenses (including reasonable attorneys’ fees and costsfor the enforcement action) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net Party as a result of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret infringement; and such recovery shall not be less than treated as Revenues for purposes of Section 4.2.1. Notwithstanding the applicable foregoing, to the extent any part of the recovery includes a reasonable royalty rate if payable to Licensee, such recovery was received as Net Salesroyalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1.

Enforcement of Patent Rights. KiteIxsys, at its sole expense, shall have the right right, at any time and at its sole discretion, to determine the appropriate course of action to enforce Licensed the B&K Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed the B&K 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 litigation or other enforcement action with respect to Licensed the B&K Patent Rights. Notwithstanding the foregoing, and Ixsys shall considerhave no obligation to xxxxx any infringement of the B&K Patent Rights or to file any action to enforce the B&K Patent Rights against an infringing party in the Territory. Neither Xxxxxxxx, in good faith, the interests an Affiliate of Cabaret in so doing. Kite Xxxxxxxx nor any Third Party shall bring take any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, which (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, claims that the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret Agreement is the party with legal standing, and invalid and/or (b) Cabaret shall make all reasonable efforts seeks or claims damages from Ixsys because Ixsys failed to enable Kite xxxxx any infringement of the B&K Patent Rights or to bring such enforcement file any action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed B&K Patent Rights against at least one any infringing party, Cabaret party in the Territory. Xxxxxxxx shall have fully cooperate with Ixsys in the right to take whatever planning and execution of any enforcement action it deems appropriate to enforce regarding the Licensed B&K Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent . Ixsys shall be entitled to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 receive all monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed B&K Patent Rights; provided, however, that if Ixsys receives monies in excess of Ixsys’ aggregate costs associated with any such suit to enforce the B&K Patent Rights shall be used (a) firstincluding, to reimburse the costs and expenses (including reasonable but not limited to, attorneys’ fees and costs) of Kite and Cabaret; and (b) second), (i) if Cabaret is the controlling party in such action, Ixsys shall pay to Xxxxxxxx any remaining recovery royalties owed to Xxxxxxxx pursuant to Section 4.4. Ixsys shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages reimburse Xxxxxxxx for reasonable out-of-pocket expenses incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost salesXxxxxxxx in connection therewith; provided, and the lost profits (net of however, that such royalties) to Kite for lost sales expenses shall have been approved in advanced, provided that in any case the amount paid to Cabaret writing, by Ixsys, which approval shall not be less than the applicable royalty rate if such recovery was received as Net Saleswithheld unreasonably.

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Patent Rights Technology (including without limitation, any Patent, patent right, trade secret right, or other right) 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 all intellectual property rights within the Licensed Patent Rights unenforceableTechnology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments litigation or other enforcement action with respect to the intellectual property rights within the Licensed Patent RightsTechnology, and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretLicensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Patent Rights Technology against at least one infringing partyparty in the Territory, Cabaret Licensor shall have the right to *** Confidential material redacted and separately filed with the Commission. take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Patent RightsTechnology; providedPROVIDED, howeverHOWEVER, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Licensor's intent to file such suit, Kite Licensee shall have the right to 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 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 intellectual property rights within the Licensed Patent Rights Technology shall be used (a) firstshared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to reimburse the respective percentages of costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party borne by each in such actionsuit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if action to enforce the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect intellectual property rights within the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesLicensed Technology.

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of Licensed Compound Patent Rights or Joint Patent Rights through the development, manufacture or sale of an Agreement Product by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Wyeth shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, and Exelixis shall have the right to determine participate in such action, at its own expense and by counsel of its own choice. If Wyeth fails to bring such an action or proceeding prior to the appropriate course earlier 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…[ * ] after written request by Kite, following Wyeth’s receipt of notice of alleged infringement or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of any Licensor such actions (the “Filing Deadline”), provided that is Wyeth has received notice of the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the alleged infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party[ * ] prior to the Filing Deadline, Cabaret Exelixis shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, thatMARKED BY BRACKETS, within […***…] after receipt of notice of Cabaret’s intent to file such suitIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, Kite AS AMENDED. own choice, and Wyeth shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 6.2(c), the action or otherwise consent to an adverse judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 6.2(c) in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of such other Party, such consent not to be unreasonably withheld or delayed. Except as otherwise agreed to by the other party. All monies recovered upon the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Wyeth and Exelixis, shall be used (a) first[ * ], to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) secondexcept that [ * ], (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales[ * ].

Enforcement of Patent Rights. KiteIf either Allergan or Ista has knowledge of any infringement or likely infringement of a Licensed Patent or unauthorized use of Licensed Know-How, at its sole expensethen the party having such knowledge shall promptly inform the other party in writing, and the parties shall promptly consult with one another regarding the action to be taken. Unless the parties otherwise mutually agree, Ista shall prosecute such suit, and Allergan shall cooperate with Ista in the prosecution thereof and Ista shall have the right to determine the appropriate course strategy 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 prosecution of such suit. Notwithstanding 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, howeverforegoing, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action Allergan is participating in the name of ***Confidential Treatment Requested Cabaret (all costs prosecution, Allergan shall be entitled to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action have input in the name strategy of any Licensor that is the party with legal standingprosecution. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret Ista shall have the right to take whatever determine the counsel to be retained by the parties in connection with such action it deems appropriate or claim, which counsel shall be reasonably satisfactory to enforce Allergan. Ista may seek the Licensed Patent Rights; provided, however, that, within […***…] after receipt assistance and participation of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling any such enforcement action shall not settle Allergan in the action or otherwise consent to an adverse judgment claim. If Ista prosecutes such claim without the participation of Allergan, the costs and expenses incurred in connection with such action that diminishes or claim shall be borne by Ista. However, if Allergan participates in the rights action or interests claim, the costs and expenses incurred in connection with such action or claim shall be shared equally by Ista and Allergan. If Allergan does not participate in the prosecution of the non-controlling party without action or claim, or unless otherwise provided in this Section 10.3, any offer of settlement and any settlement shall be in Ista's discretion, provided that any offer of settlement or settlement does not conflict with licenses granted under Section 4. If Allergan participates in the prosecution of the action or claim, then any offer of settlement and any settlement shall be subject to the prior written consent approval of the other partyboth Allergan and Ista. All monies recovered upon the final judgment or settlement Each party agrees not to unreasonably withhold its approval of any such suit to enforce settlement. If Allergan does not participate in the Licensed Patent Rights prosecution of the action or claim, any recovery of damages or other payments received in connection with such action or claim shall be used realized by Ista. If Allergan participates in the prosecution any recovery of damages or other payments received in connection with such shall be allocated between and disbursed to Allergan and Ista as follows: (ai) first, to reimburse the Allergan and Ista for their respective costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party incurred in connection with such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling balance of recovery or other payments to be divided fifty percent (50%) to Allergan and fifty percent (50%) to Ista. In the event that the recovery of damages is not sufficient to cover costs and expenses incurred by the parties in connection with such action, each party is Kite, any remaining recovery shall be divided between Kite reimbursed on a pro rata basis according to each party's percentage of the total costs and Cabaret in shares that reflect the damages expenses incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salesparties together.

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the abatx xxx 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 ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. 15 permit, the settlement of any such litigation, declaratory judgments litigation or other enforcement action with respect to Licensed Patent Rights, and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] of receipt of notice from CabaretLicensor, xxxxx the abatx xxx infringement or file suit to enforce the Licensed Patent Rights against at least one infringing partyparty in a country, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file Rights in such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suitcountry. 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 non-controlling party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be used (a) firstshared, after reimbursement of expenses, by Licensor and Licensee in accordance with the allocations set forth in Section 4.2 above. Notwithstanding the foregoing, Licensor and Licensee shall reasonably cooperate with each other in the planning and execution of any action to reimburse enforce the costs and expenses (including reasonable attorneys’ fees and costs) Licensed Patent Rights. The controlling party shall compensate the non-controlling party for all such assistance in enforcing the Licensed Patent Rights, conducted at the request of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in party, at reasonable consulting rates mutually agreed to by the parties prior to providing such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salesassistance.

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights Patents or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent RightsPatents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights Patents 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 RightsPatents, in each case in Licensee's own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] of six (6) months after receipt of notice from CabaretLicensor, xxxxx axxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against at least one infringing partyParty, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, however, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Licensor's intent to file such suit, Kite Licensee shall have the right to jointly prosecute such suit and to fund up to […***…] one-half the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to an adverse judgment in such joint 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 Patents shall be used shared in relation to the damages (a) first, to reimburse the costs including attorneys' fees and expenses (including reasonable attorneys’ fees and costsfor the enforcement action) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net Party as a result of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret infringement; and such recovery shall not be less than treated as Revenues for purposes of Section 4.2.1. Notwithstanding the applicable foregoing, to the extent any part of the recovery includes a reasonable royalty rate if payable to Licensee, such recovery was received as Net Salesroyalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1.

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights Patents or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent RightsPatents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights Patents 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 RightsPatents, in each case in Licensee’s own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] of six (6) months after receipt of notice from Cabaret, xxxxx Licensor take reasonable steps to axxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against at least one infringing partyParty , Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, however, that, within […***…] thirty (30) days after receipt of notice of CabaretLicensor’s intent to file such suit, Kite Licensee shall have the right to jointly prosecute such suit and to fund up to […***…] one-half (½) the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to an adverse judgment in such joint 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 Patents shall be used (a) first, shared in relation to reimburse the costs and expenses damages (including reasonable attorneys’ fees and costsexpenses for the enforcement action) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net Party as a result of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret infringement; and such recovery shall not be less than treated as Revenues for purposes of Section 4.2.1. Notwithstanding the applicable foregoing, to the extent any part of the recovery includes a reasonable royalty rate if payable to Licensee, such recovery was received as Net Salesroyalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1.

Enforcement of Patent Rights. KiteTranscend and BI shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included in the Transcend Patent Rights or the Program Patent Rights of which they become aware. Transcend and BI shall then confer and may agree jointly to prosecute any such infringement. The Party owning patents or patent applications alleged or threatened to be infringed shall control the joint litigation in the event of any dispute between the Parties with respect to any aspect of the litigation. With respect to Program Patent Rights covering Program Technology solely or jointly owned by Transcend, at Transcend shall control the litigation. If the Parties do not agree on whether or how to proceed with enforcement activity within (a) ninety (90) days following the notice of alleged infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then either Party may act in its sole expenseown name to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings an infringement action, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither Party shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the settle any patent 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, under this Section in good faith, the interests of Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 a manner that diminishes the rights or interests of the non-controlling party other Party without the prior express written consent of the such other partyParty. All monies recovered upon the final judgment or settlement The costs of any such suit joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to enforce this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Patent Rights Products in such country to the royalties paid to Transcend in connection with the sale of the Licensed Products in such country added to, in the case of the United States, Transcend's share, if any, of the Net Contribution. For purposes hereof, only out-of-pocket costs shall be used (a) firstaccounted for and reimbursed under this Section, without any allocation for internal resources devoted to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) litigation. Except as otherwise agreed to by the Parties as part of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such actiona cost sharing arrangement, any remaining recovery realized as a result of such joint litigation shall be divided equally between Kite and Cabaret, or (ii) if shared in the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received same manner as Net Salescosts have been allocated.

Enforcement of Patent Rights. KiteLIGAND and TAP each shall use good faith efforts to enforce their respective Patents Rights licensed hereunder, including their sole Inventions or Joint Inventions made under the Research Program, against infringers, and to consult with the other party both prior to and during said enforcement. Upon learning of infringement of such Patent Rights by a third party, LIGAND or TAP, as the case may be, promptly shall provide notice to the other party in writing of the fact and shall supply the other party with all evidence possessed by the notifying party pertaining to and establishing said infringement(s). The party whose Patent Rights allegedly are being infringed shall have *** from the date of receipt of notice under this Section 13.5, or such lesser period of time if a *** period would result in material harm to, or the loss of a material right of, the other party (e.g., in the case of the filing of a paragraph 4 ANDA certification pursuant to 21 CFR 314.95 by one or more third parties), to file suit against at least one of the infringers, at its sole expense, shall have following consultation with the right to determine the appropriate course of action to enforce Licensed other party. The party whose 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which allegedly are being infringed shall not be unreasonably withheld, delayed for obligated to bring or maintain more than […one such suit at any time, unless the failure to bring more than one suit would result in material harm to, or the loss of a material right of the other party (e.g., in the case of the filing of a paragraph 4 ANDA certification pursuant to 21 CFR 314.95 by one or more third parties). ***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is * If the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite whose Patent Rights allegedly are being infringed does not, within […***…] * of receipt of such notice from Cabaretor such lesser period of time if a *** period would result in material harm to, xxxxx or the infringement loss of a material right of, the other party (e.g., in the case of the filing of a paragraph 4 ANDA certification pursuant to 21 CFR 314.95 by one or more third parties), file suit to enforce the Licensed its Patent Rights against at least one infringing partyparty in a country of the Territory, Cabaret the other party shall have the right to take whatever action it deems appropriate in its own name or, if required by law, in the name of the party whose Patent Rights allegedly are being infringed, to enforce the Licensed such Patent Rights; provided, however, that, within […. LIGAND and TAP shall fully cooperate with each other in the planning and ***…] after receipt * Portions of notice this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. execution of Cabaret’s intent any action to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suitenforce Patent Rights. The other party controlling shall be fully consulted during any enforcement action, including any settlement negotiations, and shall, to the extent legally permissible under the law, be entitled to join such action at its own expense. In addition, the other party shall be required to join such enforcement action at the enforcing party's expense if (i) this is requested by the enforcing party and (ii) is required to maintain 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 partyaction. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be used under this Section 13.5 shall, after reimbursement of expenses, (a) firstto the extent such infringement occurred prior to First Commercial Sale, be shared by LIGAND and TAP in a ratio equal to reimburse *** percent (***%) for the costs and expenses (including reasonable attorneys’ fees and costsparty who pursued such action to *** percent ( *** %) of Kite and Cabaret; for the other party and (b) secondto the extent such infringement occurred after First Commercial Sale, (i) if Cabaret is be treated as *** with respect to the controlling party division between the parties. The parties shall confer and agree upon strategies for enforcement of jointly owned Patent Rights. In the absence of any other agreement as to the enforcement of jointly owned Patent Rights, during the Research Program Term, TAP shall have the right to enforce jointly owned Patent Rights arising from sale of a Licensed Product within the TAP Field and LIGAND shall have the right to enforce jointly owned Patent Rights arising from sale of a product within the LIGAND Field. After expiration or termination of the Research Program Term, in such actionthe absence of any agreement between the parties, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party shall have the right to reflect enforce the applicable royalty to Cabaret hereunder for lost sales, jointly owned Patent Rights at its own expense and the lost profits (net retain any award of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salesdamages and expenses.

Enforcement of Patent Rights. KiteSubject to the rights of The Regents, ---------------------------- IRC, 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 litigation or other enforcement action with respect to Licensed Patent Rights, and shall consider, in good faith, the interests of Cabaret UroGen in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite IRC does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretUroGen, xxxxx the infringement in the Field or file suit to enforce the Licensed Patent Rights against at least one infringing partyparty in the Field, Cabaret UroGen shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsRights in the Field; provided, however, that, within […***…] thirty (30) days after ----------------- receipt of notice of Cabaret’s UroGen's intent to file such suit, Kite IRC shall have the right to 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 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 used (a) firstshared, after reimbursement of expenses, by IRC and UroGen pro rata --- ---- according to reimburse the respective percentages of costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party borne by each in such actionsuit. Notwithstanding the foregoing, IRC and UroGen shall fully cooperate with each other in the planning and execution of any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if action to enforce the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesLicensed Patent Rights.

Enforcement of Patent Rights. KiteCompany, at its sole expense, shall have the first 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, in each case in Company’s own name and, if required by law, in the name of Licensor and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Company does not, within […*] ([**…] ]) days of receipt of notice from CabaretLicensor, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing partyparty in the Territory, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […*] ([**…] ]) days after receipt of notice of CabaretLicensor’s intent to file such suit, Kite Company shall have the right to jointly prosecute such suit and to fund up to […*] ([**…] ]) 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 by Company, for suits brought solely by Company, or by either party for suits brought by both Company and Licensor, upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be first used for reimbursement of expenses, and all remaining moneys shall be distributed as follows: (a) firstif [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. such amounts were awarded as damages for lost profits, such amounts shall be considered “Net Sales” under this Agreement and Company shall pay to reimburse Licensor the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; applicable royalty under Section 4.1.1(a), and (b) secondif such amounts were awarded as punitive or other damages, (i) if Cabaret is the controlling party in such action, any remaining recovery amounts shall be divided equally between Kite considered as “Non-Royalty Sublicensing Income” and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery Company shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect pay Licensor the applicable royalty under Section 4.1.1(c). If Company does not receive sufficient monies from a final judgment or settlement to Cabaret hereunder cover its expenses for lost salessuch suit, and Company shall have the lost profits right to credit up to [*] percent (net [*]%) of such royalties) to Kite for lost sales expenses against any royalties or other fees owing by Company in accordance with Section 4.1.2 above (i.e., provided that in any case Company shall not reduce the amount of royalties paid to Cabaret shall not be Licensor to less than the applicable royalty rate if such recovery was received as [*] percent ([*]%) of Net Sales). Only Licensor will be entitled to all monies recovered by Licensor, for suits brought solely by Licensor in accordance with this Section.

Enforcement of Patent Rights. KiteInnovive, at its sole [*] expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx 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 Innovive’s own name and, if required by [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. law, in the name of TMRC and shall consider, in good faith, the interests of Cabaret TMRC in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Innovive does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretTMRC, xxxxx axxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing partyparty in the Territory, Cabaret TMRC 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 CabaretTMRC’s intent to file such suit, Kite Innovive shall have the right to jointly prosecute such suit and to fund up to […***…] 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 used (a) firstshared, after reimbursement of expenses, in relation to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred suffered by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salesparty.

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of any Actelion Licensed Patents or Joint Invention Patents through the development, manufacture or sale of a Licensed Product by a Third Party, such Party will notify the other Party promptly, and following such notification, the Parties will confer. Kythera will have the first right, but will not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, shall and Actelion will have the right to determine participate in such action, at its own expense and by counsel of its own choice. If Kythera fails to bring such an action or proceeding prior to 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, earlier of: (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite([***]) days following Kythera’s receipt of notice of alleged infringement; or (b) [***] ([***]) days before the time limit, or conditionedif any, set forth in the appropriate laws and regulations for the filing of such actions, Actelion will have the right to bring and control any such action in the name action, at its own expense and by counsel of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standingits own choice, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall Kythera will have the right to take whatever be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action it deems appropriate pursuant to enforce this Section 8.4, the Licensed Patent Rights; providedother Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such actions or proceedings if so requested, however, that, within […***…] after receipt of notice of Cabaret’s intent and will lend its name to file such suit, Kite shall actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party will have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling settle any such enforcement action shall not settle the action or otherwise consent to an adverse judgment patent infringement litigation under this Section 8.4 in such action a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of the such other partyParty, such consent not to be unreasonably withheld or delayed. All monies recovered upon the final judgment In case Kythera brings such an action or settlement of any such suit to enforce the Licensed Patent Rights shall be used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such actionproceeding, any remaining recovery shall realized as a result of such litigation, after [***], will be divided equally between Kite and Cabaret, [***]. In case Actelion brings such an action or (ii) if the controlling party is Kiteproceeding, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net realized as a result of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not litigation will be less than the applicable royalty rate if such recovery was received as Net Sales[***].

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of any Exelixis Patents, Sanofi-Aventis Patents, or Joint Invention Patents by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [ * ] shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, and [ * ] shall have the right to determine participate in such action, at its own expense and by counsel of its own choice. If [ * ] fails to bring such an action or proceeding prior to 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, earlier of: (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…[ * ] after written request by Kite, following [ * ] receipt of notice of alleged infringement; or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of any Licensor that is the party with legal standing. If Kite does notsuch actions, within […***…[ * ] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its own choice, that, within […***…and [ * ] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 10.4, the action or otherwise consent to an adverse judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party, and no Third Party having a license under any Exelixis Patent or Joint Invention Patent shall have the right to settle any patent infringement litigation under this Section 10.4 in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of such other Party, such consent not to be unreasonably withheld or delayed. Except as otherwise agreed to by the other partyParties as part of [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. All monies recovered upon the final judgment or settlement a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Sanofi-Aventis and Exelixis, shall be used (a) firsttreated as [ * ] and subject to [ * ] and [ * ] in accordance with [ * ] and [ * ], to reimburse except that any recovery in the costs and expenses (including reasonable attorneys’ fees and costs) form of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery [ * ] shall be divided equally between Kite and Cabaret, or allocated [ * ] percent (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties[ * ]%) to Kite for lost sales , provided that in any case the amount paid Sanofi-Aventis and [ * ] percent ([ * ]%) to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesExelixis.

Enforcement of Patent Rights. KiteIf IRIS or PSI has actual notice of infringement by any Person of any patent or patent application relating to the IRIS Technology or the PSI Technology, at its sole expense, the respective officers of IRIS and PSI shall have the right confer to determine the in good faith an appropriate course of action to enforce Licensed Patent Rights such patent rights or otherwise xxxxx the infringement thereof. If IRIS determines that enforcement of the patent rights is appropriate, IRIS shall have the right, but not the obligation, at its own expense, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rightssuch patent rights; PROVIDED, HOWEVER, that, if IRIS elects to enforce such patent rights, PSI shall have the right to participate by agreeing to bear a percentage of the costs of such enforcement in such amount as the parties shall reasonably determine. All amounts recovered in any action to enforce patent rights undertaken by IRIS and PSI, whether by judgment or settlement, shall be retained by IRIS and PSI pro rata according to the respective percentages of expenses borne by them in enforcing such patent rights. If, within six (6) months after notice of infringement of the IRIS Technology or the PSI Technology, IRIS has not commenced action to enforce such patent rights or thereafter ceases to diligently pursue such action, PSI shall have the right, at its expense, to defend take appropriate action to enforce such patent rights as its sole remedy hereunder. All amounts received in any declaratory judgments seeking action to invalidate enforce patent rights undertaken solely by PSI at its expense, whether by judgment or hold settlement, shall be retained by PSI. IRIS and PSI shall fully cooperate with each other in the Licensed Patent Rights unenforceableplanning and execution of any action to enforce patent rights relating to the IRIS Technology or the PSI Technology. Neither IRIS nor PSI shall enter into any settlement that includes the grant of a license under, agreement not to control any litigation or other enforcement action and to enter intoenforce, or permit, any statement prejudicial to the settlement validity or enforceability of any such litigationpatent rights relating to the IRIS Technology or the PSI Technology without the consent of the other, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, and shall consider, in good faith, the interests of Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior which consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.

Enforcement of Patent Rights. KiteWith respect to Patent Rights pertaining to those countries in which APOTHECON has the exclusive right hereunder to market the Product, APOTHECON, at its sole expense, shall have the right right, but not the obligation, (a) to determine the appropriate course of action to enforce Licensed enforce, or otherwise abate the infringement of, the Patent Rights or otherwise xxxxx the infringement thereofwith respect to Prodxxxx, (b) to take (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 unenforceablewith respect to Products, (c) to control any litigation or other enforcement action regarding Patent Rights with respect to Products, and (d) to enter into, or permit, the settlement of any such litigation, declaratory judgments litigation or other enforcement action regarding Patent Rights with respect to Licensed Patent RightsProducts. APOTHECON shall consult with GJT and Jagotec prior to and during the course of taking any of the foregoing actions, and shall consider, in good faith, the interests of Cabaret GJT and Jagotec in so doing. Kite shall bring taking any such enforcement action in Kite’s own name; providedof the foregoing actions, howeverand, if necessary for standing purposes onlyGJT or Jagotec reasonably concludes that taking any specific action(s) likely would have a material adverse effect on GJT's or Jagotec's interests in the Patent Rights (other than with respect to the Products), (a) Kite shall haveand timely gives APOTHECON prior express written notice thereof, subject to Cabaret prior consent which then APOTHECON shall not take such specific action(s) without the prior express written consent (not to be unreasonably withheldwithheld or delayed) of GJT or Jagotec, delayed as the case may be. If (x) within * after receipt by APOTHECON of notice by a Third Party pursuant to 21 U.S.C. ss.355(b)(3)(A) or (j)(4)(B)(iii) with respect to any Product, APOTHECON has not initiated an action for more than […***…] after written request by Kitepatent infringement against the Third Party that forwarded such notice, or conditioned, then GJT and/or Jagotec shall have the right to bring initiate and control such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standingaction, and (by) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of * days after receipt of notice from CabaretGJT or Jagotec of such an infringement, xxxxx APOTHECON has not taken action to abate the infringement or file filed suit to enforce the Licensed Patent Rights wxxx xespect to Products against at least one infringing party, Cabaret GJT or Jagotec shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsRights against such parties in such countries as APOTHECON may have elected not to take action to abate, or file suit to prevent, such infringement; provided, howeverhowexxx, thatthat GJT or Jagotec, within […***…] as the case may be, shall have given prompt written notice to APOTHECON of its intent to file a suit or commence any other enforcement action in connection therewith. If GJT or Jagotec elects to file such suit or commence such action, then GJT or Jagotec (as the case may be) shall consult with APOTHECON prior to and during the course of taking any of the foregoing actions, and shall consider, in good faith, the interests of APOTHECON in taking any of the foregoing actions. Within * after receipt of such notice of Cabaret’s intent to file such suitfrom GJT or Jagotec (as the case may be), Kite APOTHECON shall have the right to jointly prosecute such suit or other action and to fund up to […***…] the costs of such suit. The party controlling any such enforcement suit or other action shall not settle the suit or action or otherwise consent to an adverse judgment in such suit or action that diminishes the rights or interests of the non-controlling party without the prior express written consent of the other noncontrolling party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights or other action shall be used (a) firstshared, to reimburse the costs and after reimbursement of expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such actionparty(ies), any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.follows:

Enforcement of Patent Rights. KiteThe party owning any Patent Rights, and Biosite in the case of Patent Rights claiming a Joint Invention, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed such Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed such 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 litigation or other enforcement action with respect to Licensed such Patent Rights, and shall consider, in good faith, the interests of Cabaret the other party in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Biosite does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretMerck, xxxxx the abatx xxx infringement or file suit to enforce the Licensed Patent Rights claiming a Joint Invention against at least one infringing party, Cabaret Merck shall have the right to take whatever action it deems appropriate to enforce the Licensed such Patent Rights; provided, however, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Merck's intent to file such suit, Kite Biosite shall have the right to 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 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 used shared, after reimbursement of expenses, by Biosite and Merck as follows: (a) firsttwo thirds (2/3) shall be retained by the party that has the right under the Supply and Distribution Agreement to distribute the Product in the country of such infringement, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) secondone third (1/3) shall be shared by the parties pro rata according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, (i) if Cabaret is Biosite and Merck each shall fully cooperate with the controlling other party in such action, the planning and execution of any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if action to enforce the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.Patent Rights. 8.5

Enforcement of Patent Rights. KiteThe party owning any Patent Rights, and Biosite in the case of Patent Rights claiming a Joint Invention, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed such Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed such 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 litigation or other enforcement action with respect to Licensed such Patent Rights, and shall consider, in good faith, the interests of Cabaret the other party in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Biosite does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretMerck, xxxxx the abatx xxx infringement or file suit to enforce the Licensed Patent Rights claiming a Joint Invention against at least one infringing party, Cabaret Merck shall have the right to take whatever action it deems appropriate to enforce the Licensed such Patent Rights; provided, however, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Merck's intent to file such suit, Kite Biosite shall have the right to jointly prosecute such suit and to fund up to […***…CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] 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 used shared, after reimbursement of expenses, by Biosite and Merck as follows: (a) first[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] shall be retained by the party that has the right under the Supply and Distribution Agreement to distribute the Product in the country of such infringement, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] shall be shared by the parties pro rata according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, (i) if Cabaret is Biosite and Merck each shall fully cooperate with the controlling other party in such action, the planning and execution of any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if action to enforce the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesPatent Rights.

Enforcement of Patent Rights. KiteWith respect to any infringement in the Field, Licensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed the Scripps Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed the Scripps 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 litigation or other enforcement action with respect to Licensed the Scripps Patent Rights, and shall consider, in good faith, the interests of Cabaret Scripps in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretScripps, xxxxx the abatx xxx infringement or file suit to enforce the Licensed Scripps Patent Rights against at least one infringing partyparty in the Field, Cabaret Scripps shall have the right to take whatever action it deems appropriate to enforce the Licensed Scripps Patent RightsRights in the Field; provided, however, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Scripps' intent to file such suit, Kite Licensee shall have the right to 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 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 Scripps Patent Rights in the Field shall be used shared, after reimbursement of expenses, by Scripps and Licensee with Scripps receiving the higher of a pro rata share based on the respective percentages of costs borne by each in such suit or four percent (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs4%) of Kite said recovered monies. Notwithstanding the foregoing, Scripps and Cabaret; Licensee shall fully cooperate with each other in the planning and (b) second, (i) if Cabaret is execution of any action to enforce the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesScripps Patent Rights.

Enforcement of Patent Rights. KiteMitotix and DuPont Merck shall promptly notify the other in writing of any alleged or threatened infringement of CDK Patent Rights in the CDK Field or of UBC Patent Rights in the UBC Field of which they become aware. Mitotix and DuPont Merck shall then confer and may agree jointly to prosecute any such infringement. Mitotix shall control the joint litigation in the event of any dispute between the parties with respect to any aspect of the litigation. If the parties do not agree on whether or how to proceed with enforcement activity within (i) ninety (90) days following the notice of alleged infringement or (ii) ten (10) business days before the time limit, at if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then either party may act in its sole expenseown name to commence litigation with respect to the alleged or threatened infringement. In the event a party brings an infringement action, the other party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the settle any patent 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, under this Section in good faith, the interests of Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 a manner that diminishes the rights or interests of the non-controlling other party without the prior express written consent of the such other party. All monies recovered upon the final judgment or settlement The costs of any such suit joint litigation commenced pursuant to enforce the Licensed Patent Rights shall be used (a) firstthis Section, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) expenses, shall be borne equally by the parties (unless they agree to a different cost sharing arrangement in any particular matter), with such costs to be accounted for by equalizing payments to be made on a quarterly basis. Only out-of-pocket costs shall be accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the parties as part of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such actiona cost sharing arrangement, any remaining recovery realized as a result of such joint litigation shall be divided shared equally between Kite and Cabaret, or by the parties (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party unless they agree beforehand to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net a different sharing of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salesrecovery).

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Patent Rights Technology (including without limitation, any Patent, patent right, trade secret right, or other right) 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 all intellectual property rights within the Licensed Patent Rights unenforceableTechnology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments litigation or other enforcement action with respect to the intellectual property rights within the Licensed Patent RightsTechnology, and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretLicensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Patent Rights Technology against at least one infringing partyparty in the Territory, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Patent RightsTechnology; providedPROVIDED, howeverHOWEVER, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Licensor's intent to file such suit, Kite Licensee shall have the right to 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 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 intellectual property rights within the Licensed Patent Rights Technology shall be used (a) firstshared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to reimburse the respective percentages of costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party borne by each in such actionsuit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if action to enforce the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect intellectual property rights within the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesLicensed Technology.

Enforcement of Patent Rights. KiteLigand and WYETH each shall use good faith efforts to enforce the Patent Rights against infringers, and to consult with the other Party both prior to and during said enforcement. Upon learning of significant and continuing infringement of such Patent Rights by a third party in the Field, Ligand or WYETH, as the case may be, promptly shall provide notice to the other Party in writing of the fact and shall supply the other Party with all evidence possessed by the notifying Party pertaining to and establishing said infringement(s). Ligand may elect to initiate legal action with respect to a patent owned solely by Ligand against such third party in its sole discretion, and WYETH shall cooperate fully with Ligand in any such action at its sole own out-of-pocket expense, further provided that WYETH 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the join as a party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action provided it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund funds up to […***…] one half (1/2) of the costs of such suit. The WYETH shall have the right to be represented by legal counsel of its own choosing at its sole expense. If Ligand, within six (6) months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than thirty percent (30%) of the sales of a competing Product embraced by a valid claim of said Ligand patent in that country, which patent is licensed to WYETH hereunder, upon written notice from WYETH, Ligand shall promptly either: (i) initiate such action; or (ii) authorize WYETH to commence such action. WYETH may elect to initiate legal action with respect to a patent owned jointly or solely by WYETH against such third party controlling in its sole discretion, and Ligand shall cooperate fully with WYETH in any such enforcement action at its own out-of-pocket expense, further provided that Ligand shall have the right to join as a party provided it funds up to one-half (1/2) of the costs of such suit. Ligand shall have the right to be represented by legal counsel of its own choosing at its sole expense. If WYETH, within six (6) months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not settle commenced legal action against an infringer whose infringing product has a market share larger than thirty percent (30%) of the sales of a competing Product embraced by a valid claim of said WYETH patent in that country, upon written notice from Ligand, WYETH shall promptly either: (i) initiate such action; or (ii) authorize Ligand to commence such action. Notwithstanding anything to the contrary, any settlement of such legal action or otherwise by the initiating Party shall require the consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party without the prior written initiating Party, which consent will not be unreasonably withheld. The Party whose Patent Rights allegedly are being infringed shall not be obligated to bring or maintain more than one such suit at any time with respect to claims directed to any one method of the other partymanufacture or composition of matter. All monies recovered upon the final judgment or settlement of any such suit shall be shared, after reimbursement of expenses, by Ligand and WYETH pro rata according to the respective percentages of costs borne by each Party in such suit pursuant to this Section 15.5. Notwithstanding the foregoing, Ligand and WYETH shall fully cooperate with each other in the planning and execution of any action to enforce the Licensed such Patent Rights Rights, and shall be used (a) first, join suit if required by law to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party do so in order to bring such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales.

Enforcement of Patent Rights. KiteIn the event LICENSEE alleges that a third ---------------------------- party is infringing a right contained within Proprietary Rights, at LICENSEE shall immediately notify LICENSOR of said alleged infringement. LICENSOR shall, in its sole expensediscretion, determine whether an infringement is occurring and shall have take whatever actions it deems necessary to enforce Proprietary rights. LICENSOR shall, within thirty (30) days after notice thereof, inform LICENSEE how and to what extent it is pursuing such third party. In the right to determine the appropriate course of event LICENSEE deems such action to enforce Licensed Patent Rights or otherwise xxxxx be insufficient, LICENSEE shall have, with LICENSOR's prior written consent signed by an officer of LICENSOR, such consent not to be unreasonably withheld, the infringement thereofright, in LICENSOR's name, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rightspursue such infringer, 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own nameas LICENSEE may reasonably deem appropriate; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, that in the right to bring event LICENSEE takes such action in LICENSOR's name, it shall provide LICENSOR prior written notice thereof, shall keep LICENSOR fully informed of the name of ***Confidential Treatment Requested Cabaret (progress thereof and shall act in a reasonable manner at all costs to be borne by Kite) if Cabaret is times in connection with the prosecution thereof. In the event LICENSOR recovers any amounts from such third party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name as a result of any Licensor that is action taken by LICENSOR, LICENSOR shall deduct therefrom the party with out-of-pocket legal standing. If Kite does notand related expenses LICENSOR incurred in obtaining such amount, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 retain a percentage of the non-controlling party without remainder equal to the prior written consent percentage that the royalty fee hereinprovided is of the other partythen current Net Selling Price and remit the rest to LICENSEE. All monies recovered upon In the final judgment or settlement event LICENSEE recovers any amounts from such third party as result of any action taken by LICENSEE, such suit to enforce the Licensed Patent Rights amounts shall be used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales treated as a Net Selling Price hereunder, provided that LICENSEE shall deduct therefrom the out-of-pocket legal and related expenses it incurred in any case obtaining such amounts prior to paying Royalties thereon. LICENSOR may bring and prosecute suits for infringement against others under the amount paid to Cabaret Proprietary Rights. LICENSOR shall not be less than retain whatever financial recoveries are obtained from said litigation and shall bear all the applicable royalty rate if such recovery was received as Net Salesexpenses of the litigation.

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of any Exelixis Patents, Sanofi-Aventis Patents, or Joint Invention Patents by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [ * ] shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, and [ * ] shall have the right to determine participate in such action, at its own expense and by counsel of its own choice. If [ * ] fails to bring such an action or proceeding prior to 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, earlier of: (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…[ * ] after written request by Kite, following [ * ] receipt of notice of alleged infringement; or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of any Licensor that is the party with legal standing. If Kite does notsuch actions, within […***…[ * ] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its own choice, that, within […***…and [ * ] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 10.4, the action or otherwise consent to an adverse judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party, and no Third Party having a license under any Exelixis Patent or Joint Invention Patent shall have the right to settle any patent infringement litigation under this Section 10.4 in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. of such other partyParty, such consent not to be unreasonably withheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Sanofi-Aventis and Exelixis, shall be used (a) firsttreated as [ * ] and subject to [ * ] and [ * ] in accordance with [ * ] and [ * ], to reimburse except that any recovery in the costs and expenses (including reasonable attorneys’ fees and costs) form of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery [ * ] shall be divided equally between Kite and Cabaret, or allocated [ * ] percent (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties[ * ]%) to Kite for lost sales , provided that in any case the amount paid Sanofi-Aventis and [ * ] percent ([ * ]%) to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesExelixis.

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of any Exelixis Patents, Joint Invention Patents or Sole Invention Patents through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [ * ] shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, and [ * ] shall have the right to determine participate in such action, at its own expense and by counsel of its own choice. If [ * ] fails to bring such an action or proceeding prior to 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, earlier of: (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…[ * ] after written request by Kite, following [ * ] receipt of notice of alleged infringement; or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of any Licensor that is the party with legal standing. If Kite does notsuch actions, within […***…[ * ] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its own choice, that, within […***…and [ * ] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 9.4, the action or otherwise consent to an adverse judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 9.4 in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of such other Party, such consent not to be unreasonably withheld or delayed. Except as otherwise agreed to by the other party. All monies recovered upon the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Sanofi-Aventis and Exelixis, shall be used (a) first[ * ], to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares except that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales[ * ].

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of any Exelixis Patents, Sanofi-Aventis Patents, or Joint Invention Patents by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [ * ] shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, and [ * ] shall have the right to determine participate in such action, at its own expense and by counsel of its own choice. If [ * ] fails to bring such an action or proceeding prior to 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, earlier of: (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…[ * ] after written request by Kite, following [ * ] receipt of notice of alleged infringement; or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of any Licensor that is the party with legal standing. If Kite does notsuch actions, within […***…[ * ] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its own choice, that, within […***…and [ * ] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 10.4, the action or otherwise consent other Party will reasonably assist the enforcing Party (at the enforcing Party’s [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to an adverse judgment Rule 24b-2 of the Securities Exchange Act of 1934, as amended. expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party, and no Third Party having a license under any Exelixis Patent or Joint Invention Patent shall have the right to settle any patent infringement litigation under this Section 10.4 in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of such other Party, such consent not to be unreasonably withheld or delayed. Except as otherwise agreed to by the other party. All monies recovered upon the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Sanofi-Aventis and Exelixis, shall be used (a) first[ * ], to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares except that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales[ * ].

Enforcement of Patent Rights. KiteBiogen Idec, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx 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 Biogen Idec’s own name and, if required by law, in the name of Amorfix and shall consider, in good faith, the interests of Cabaret Amorfix in so doing. Kite In so doing, Biogen Idec shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, reasonably consider the right to bring such action rights and interests of Amorfix in the name of ***Confidential Treatment Requested Cabaret Patent Rights (all costs to be borne by Kiteif any) if Cabaret is outside the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standingField. If Kite Biogen Idec does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretAmorfix, xxxxx axxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing partyparty in the Territory, Cabaret Amorfix shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, (a) in so doing, Amorfix shall reasonably consider the rights and interests of Biogen Idec in the Patent Rights in the Field, and (b) within […***…] thirty (30) days after receipt of notice of CabaretAmorfix’s intent to file such suit, Kite Biogen Idec shall have the right to 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 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 used shared, after reimbursement of expenses, in relation to the damages suffered by each party. If Biogen Idec does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Biogen Idec shall have the right to credit up to fifty percent (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs50%) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, expenses against any remaining recovery shall be divided equally between Kite and Cabaret, royalties or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred other fees owing by each party Biogen Idec pursuant to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesSection 4 above.

Enforcement of Patent Rights. Kite14.4.1 In the event that either Party becomes aware of a suspected infringement by a Third Party of any Dynavax Patent licensed to AstraZeneca under this Agreement, at its sole expensesuch Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Other than in respect of any Dynavax Patent solely covering a CD, Dynavax shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the infringement thereofright, 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which but shall not be unreasonably withheldobligated, delayed for more than […***…] after written to bring an infringement action at its own expense, in its own name and entirely under its own direction and control. AstraZeneca, upon request by Kiteof Dynavax, or conditionedagrees to join in any such litigation at Dynavax’s expense and to cooperate with Dynavax in connection with such litigation. Where Dynavax notifies AstraZeneca that it does not intend to take measures to remove such infringement, Dynavax may nevertheless be joined as a party to any infringement action that is pursued and shall retain the right to bring be heard in such action in proceedings and to defend the name validity of ***Confidential Treatment Requested Cabaret (all costs the Patent asserted by AstraZeneca. With respect to be borne by Kite) if Cabaret is the party with legal standingany Dynavax Patent solely covering a CD or Product, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret AstraZeneca shall have the right right, but shall not be obligated, to bring an infringement action at its own expense, in its own name and entirely under its own direction and control. Dynavax, upon request of AstraZeneca, agrees to join in any such litigation at AstraZeneca’s expense and to cooperate with AstraZeneca in connection with such litigation. Where AstraZeneca notifies Dynavax that it does not intend to take whatever measures to remove such infringement, AstraZeneca may nevertheless be joined as a party to any infringement action it deems appropriate to enforce the Licensed Patent Rights; provided[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, thatHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite AS AMENDED. that is pursued and shall have retain the right to jointly prosecute be heard in such suit proceedings and to fund up to […***…] defend 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 validity 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 used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred asserted by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesDynavax.

Enforcement of Patent Rights. KiteIxsys, at its sole expense, shall have the right right, at any time and at its sole discretion, to determine the appropriate course of action to enforce Licensed the B&K Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed the B&K 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 litigation or other enforcement action with respect to Licensed the B&K Patent Rights. Notwithstanding the foregoing, and Ixsys shall considerhave no obligation to abatx xxx infringement of the B&K Patent Rights or to file any action to enforce the B&K Patent Rights against an infringing party in the Territory. Neither Kaufxxxx, in good faith, the interests xx Affiliate of Cabaret in so doing. Kite Kaufxxxx xxx any Third Party shall bring take any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, which (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, claims that the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret Agreement is the party with legal standing, and invalid and/or (b) Cabaret shall make all reasonable efforts seeks or claims damages from Ixsys because Ixsys failed to enable Kite abatx xxx infringement of the B&K Patent Rights or to bring such enforcement file any action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed B&K Patent Rights against at least one any infringing party, Cabaret shall have party in the right to take whatever Territory. Kaufxxxx xxxll fully cooperate with Ixsys in the planning and execution of any enforcement action it deems appropriate to enforce regarding the Licensed B&K Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent . Ixsys shall be entitled to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 receive all monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed B&K Patent Rights; provided, however, that if Ixsys receives monies in excess of Ixsys' aggregate costs associated with any such suit to enforce the B&K Patent Rights shall be used (a) firstincluding, to reimburse the costs and expenses (including reasonable but not limited to, attorneys’ ' fees and costs) of Kite and Cabaret; and (b) second), (i) if Cabaret is the controlling party in such action, any remaining recovery Ixsys shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery pay to Kaufxxxx xxx royalties owed to Kaufxxxx xxxsuant to Section 4.4. Ixsys shall be divided between Kite and Cabaret in shares that reflect the damages reimburse Kaufxxxx xxx reasonable out-of-pocket expenses incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost salesKaufxxxx xx connection therewith; provided, and the lost profits (net of however, that such royalties) to Kite for lost sales expenses shall have been approved in advanced, provided that in any case the amount paid to Cabaret writing, by Ixsys, which approval shall not be less than the applicable royalty rate if such recovery was received as Net Saleswithheld unreasonably.

Enforcement of Patent Rights. KiteOncothyreon, at its sole expense, shall have the initial right to determine initiate and control any enforcement of the appropriate course ARRY-380 Patents with respect to an [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of action the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to enforce Licensed Patent Rights this information. Infringing Product 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 unenforceableARRY-380 Patents unenforceable (each, to control any litigation or other enforcement action and to enter intoan “Enforcement Action”), or permitin each case in Oncothyreon’s own name and, if necessary for standing purposes, in the settlement name of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, Array and shall consider, in good faith, the interests of Cabaret Array in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Oncothyreon does not, within […***…] one hundred twenty (120) days of receipt of notice from CabaretArray, xxxxx the infringement or file suit to enforce the Licensed Patent Rights ARRY-380 Patents against at least one infringing partyparty in the Territory, Cabaret Array shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suitARRY-380 Patents. 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 (including in the case of Oncothyreon, entering into any settlement admitting the invalidity of, or otherwise impairing, the ARRY-380 Patents) 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 ARRY-380 Patents shall be used (a) firstshared, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) after reimbursement of Kite and Cabaret; and (b) secondexpenses, as follows: (i) if Cabaret is in the controlling party in such event that Oncothyreon brought the claim, suit or action, any remaining recovery amount shall be divided equally between Kite shared [***] to Oncothyreon, [***] to Array, and Cabaret, or (ii) if in the controlling party is Kiteevent that Array brought the claim, suit or action, any remaining recovery amount shall be divided between Kite and Cabaret in shares that reflect the damages incurred retained by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesArray.

Enforcement of Patent Rights. KiteEach Party shall notify the other Party promptly of any Third Party conduct that it reasonably believes is a potential infringement of Licensor Technology in the Territory. The Parties shall thereafter consult and cooperate fully to investigate and determine a course of action. Licensee shall have the first right, at its sole expensebut not the obligation, to enforce Licensor Technology against potential Third Party infringement in the Territory for the Indication (and to defend any declaratory judgment action alleging the invalidity, unenforceability or non-infringement of any such Patent Right). Licensor shall have the first right, but not the obligation, to enforce Licensor Technology against potential Third Party infringement in the Territory for any uses or indications other than the Indication. The Party initiating the action under this Section 9.5.2 shall have control over the handling of the litigation, including the selection of counsel and settlement; provided, however, that no Party shall settle any action with respect to Licensor Technology without the specific written consent of Licensor and no Party shall settle any action in a matter that will substantially adversely affect the rights of the other Party in the Territory (including the licenses granted herein) without the consent of such other Party, which consent shall not be unreasonably withheld; provided further that such other Party shall have the right (except in the case of a conflict) to determine be represented in such action by separate counsel of its own choice at its own expense. The Party controlling such litigation shall keep the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx other Party reasonably informed about the infringement thereofstatus and developments in such action, 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 considerincluding considering, in good faith, the interests of Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does not, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] 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 input of the other partyParty regarding the strategy and handling of the litigation. All monies recovered upon Each Party shall cooperate fully and provide each other with information or assistance that the final judgment other Party may reasonably request in connection with any defense, enforcement, litigation or settlement of any such suit other action initiated pursuant to enforce the Licensed Patent Rights shall this Section 9.5.2, including voluntarily consenting to be used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling named as a party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, an action commenced or (ii) if defended by the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Salesother Party.

Enforcement of Patent Rights. KiteTracon, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Cell-Matrix Patent Rights or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Cell-Matrix Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Cell-Matrix 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 Cell-Matrix Patent Rights, in each case in Tracon’s own name and, if necessary for standing purposes, in the name of Cell-Matrix and shall consider, in good faith, the interests of Cabaret Cell-Matrix in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Tracon does not, within […***…] of receipt of notice from CabaretCell-Matrix, xxxxx axxxx the infringement or file suit to enforce the Licensed Cell-Matrix Patent *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Rights against at least one an infringing partyparty in a particular country in the Territory, Cabaret Cell-Matrix shall have the right to take whatever action it deems appropriate to enforce the Licensed Cell-Matrix Patent Rights; provided, however, that, within […***…] after receipt of notice of CabaretCell-Matrix’s intent to file such suit, Kite Tracon shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The Notwithstanding anything to the contrary herein, the party controlling any such enforcement action covered by this Section 10.3 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 or would impose any financial obligation on such 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 Cell-Matrix Patent Rights shall be used (a) first[***], to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) after reimbursement of Kite and Cabaret; and (b) secondexpenses, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Sales[***].

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of Exelixis Patents [ * ] (collectively, “Enforceable Patents”) through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Sankyo shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party with respect to the Enforceable Patents at its sole own expense and by counsel of its own choice, and shall control the progress of the litigation. If Sankyo desires to bring an infringement action against such Third Party, but is prevented by law from initiating such an action on its own, Exelixis will bring the claim on behalf of Sankyo (at Sankyo’s expense), and Sankyo shall be treated as if it brought the action directly. Exelixis shall have the right to determine the appropriate course participate in such action, at its own expense and by counsel of action to enforce Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain its own choice and Sankyo shall consider all reasonable requests and comments 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 Cabaret in so doingExelixis. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right If Sankyo fails to bring such an action or proceeding within: (i) [ * ] following the notice of alleged infringement; or (ii) [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standingsuch actions, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite does notwhichever comes first, within […***…] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret then Exelixis shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its own choice, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite and Sankyo shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 7.3(c), the action or otherwise consent to an adverse judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 7.3(c) in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of such other Party. Except as otherwise agreed to by the other party. All monies recovered upon the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Sankyo and Exelixis, shall be used (a) first, to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of Kite and Cabaret; and (b) second, treated as follows: (i) if Cabaret is Sankyo brings and controls the controlling party in such actionlitigation any recovery for [ * ], and, if Exelixis brings and controls the litigation, any remaining recovery shall be divided equally between Kite for [ * ]; and Cabaret, or (ii) if the controlling party is Kite, any remaining other recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred realized by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net either Party as a result of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net Saleslitigation [ * ].

Enforcement of Patent Rights. KiteLicensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights Patents or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent RightsPatents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights Patents 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 RightsPatents, in each case in Licensee's own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Cabaret Licensor in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after written request by Kite, or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the party with legal standing. If Kite Licensee does not, within […***…] of six (6) months after receipt of notice from CabaretLicensor, xxxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against at least one infringing partyParty, Cabaret Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, however, that, within […***…] thirty (30) days after receipt of notice of Cabaret’s Licensor's intent to file such suit, Kite Licensee shall have the right to jointly prosecute such suit and to fund up to […***…] one-half QA) the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to an adverse judgment in such joint action that diminishes the rights or interests of the -9- 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 Patents shall be used shared in relation to the damages (a) first, to reimburse the costs including attorneys' fees and expenses (including reasonable attorneys’ fees and costsfor the enforcement action) of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net Party as a result of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret infringement; and such recovery shall not be less than treated as Revenues for purposes of Section 4.2.1. Notwithstanding the applicable foregoing, to the extent any part of the recovery includes a reasonable royalty rate if payable to Licensee, such recovery was received as Net Sales.royalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1. 8.4

Enforcement of Patent Rights. KiteIf either Party becomes aware of a suspected infringement of any Exelixis Patents, Joint Invention Patents or Sole Invention Patents through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [ * ] shall have the first right, but shall not be obligated, to bring an infringement action against such Third Party at its sole expenseown expense and by counsel of its own choice, and [ * ] shall have the right to determine participate in such action, at its own expense and by counsel of its own choice. If [ * ] fails to bring such an [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the appropriate course Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. action or proceeding prior 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 Cabaret in so doing. Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, earlier of: (a) Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…[ * ] after written request by Kite, following [ * ] receipt of notice of alleged infringement; or conditioned, the right to bring such action in the name of ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action [ * ] before the time limit, if any, set forth in the name appropriate laws and regulations for the filing of any Licensor that is the party with legal standing. If Kite does notsuch actions, within […***…[ * ] of receipt of notice from Cabaret, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party, Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; providedbring and control any such action, howeverat its own expense and by counsel of its own choice, that, within […***…and [ * ] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and to fund up to […***…] the costs of such suit. The party controlling be represented in any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 9.4, the action or otherwise consent to an adverse judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 9.4 in a manner that diminishes the rights or interests of the non-controlling party other Party without the prior written consent of such other Party, such consent not to be unreasonably withheld or delayed. Except as otherwise agreed to by the other party. All monies recovered upon the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights litigation expenses of Sanofi-Aventis and Exelixis, shall be used (a) firsttreated as [ * ] and subject to [ * ] and [ * ] in accordance with [ * ] and [ * ], to reimburse except that any recovery in the costs and expenses (including reasonable attorneys’ fees and costs) form of Kite and Cabaret; and (b) second, (i) if Cabaret is the controlling party in such action, any remaining recovery [ * ] shall be divided equally between Kite and Cabaret, or allocated [ * ] percent (ii) if the controlling party is Kite, any remaining recovery shall be divided between Kite and Cabaret in shares that reflect the damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties[ * ]%) to Kite for lost sales , provided that in any case the amount paid Sanofi-Aventis and [ * ] percent ([ * ]%) to Cabaret shall not be less than the applicable royalty rate if such recovery was received as Net SalesExelixis.