Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. Licensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed 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 all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technology.

Enforcement of Patent Rights. LicenseeIxsys, 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 all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) B&K Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed TechnologyB&K Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within B&K Patent Rights. Notwithstanding the Licensed Technologyforegoing, and Ixsys shall consider, in good faith, have no obligation to xxxxx any infringement of the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement B&K Patent Rights or to file suit any action to enforce the intellectual property rights within the Licensed Technology B&K Patent Rights against at least one an infringing party in the Territory. Neither Xxxxxxxx, Licensor an Affiliate of Xxxxxxxx nor any Third Party shall have take any action which (a) claims that the right Agreement is invalid and/or (b) seeks or claims damages from Ixsys because Ixsys failed to *** Confidential material redacted and separately filed with xxxxx any infringement of the Commission. take whatever B&K Patent Rights or to file any action it deems appropriate to enforce such intellectual property rights within the Licensed Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt B&K Patent Rights against any infringing party in the Territory. Xxxxxxxx shall fully cooperate with Ixsys in the planning and execution of notice of Licensor's intent to file such suit, 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 regarding the B&K Patent Rights. Ixsys shall not settle the action or otherwise consent be entitled 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 intellectual property rights within the Licensed Technology shall be sharedB&K Patent Rights; provided, after reimbursement however, that if Ixsys receives monies in excess of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of Ixsys’ aggregate costs borne by each in associated with any such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action suit to enforce the intellectual property rights within the Licensed TechnologyB&K Patent Rights (including, but not limited to, attorneys’ fees and costs), Ixsys shall pay to Xxxxxxxx any royalties owed to Xxxxxxxx pursuant to Section 4.4. Ixsys shall reimburse Xxxxxxxx for reasonable out-of-pocket expenses incurred by Xxxxxxxx in connection therewith; provided, however, that such expenses shall have been approved in advanced, in writing, by Ixsys, which approval shall not be withheld unreasonably.

Enforcement of Patent Rights. LicenseeTranscend 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 all intellectual property rights within the Licensed Technology (including without limitation, settle 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 all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, under this Section in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 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 intellectual property rights within same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Technology 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 sharedaccounted for and reimbursed under this Section, after reimbursement of expenses, by Licensor and Licensee PRO RATA according without any allocation for internal resources devoted to the respective percentages litigation. Except as otherwise agreed to by the Parties as part of costs borne by each in a cost sharing arrangement, any recovery realized as a result of such suit. Notwithstanding the foregoing, Licensor and Licensee joint litigation shall fully cooperate with each other be shared in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologysame manner as costs have been allocated.

Enforcement of Patent Rights. Licensee(a) Other than as provided in Section 8.5, in the event that either Endo or Durect becomes aware of any product that is or is intended to be made, used, or sold in the Licensed Territory that it believes to (i) infringe Durect Patents, Endo Patents or Joint Patents, or (ii) constitute a misappropriation of Durect Know-How or Endo Know-How, such Party will promptly advise the other Party of all the relevant facts and circumstances known by it in connection with the infringement or misappropriation. Endo and Durect shall thereafter consult and cooperate fully to determine a course of action, including the commencement of legal action as provided in this Section 8.6 by either or both Parties, to terminate any such infringement or address and rectify such misappropriation. The Party Controlling (or whose Affiliate Controls) the Know-How that is the subject of such misappropriation claim shall have the sole right to assert and control any claim in respect thereof. If a Party asserts any such claim, it shall coordinate the commencement and conduct of any legal proceeding in respect thereof with the other Party and consult with such other Party, if such other Party has any right to enforce any claim of patent infringement in respect of the same or similar matter against the same Third Party. (b) Durect shall have the first option at its sole expenseown cost to initiate, prosecute and control the enforcement of any of the Durect Patents against infringement by a Third Party in the Licensed Territory through the marketing or sale of a product that the Parties reasonably agree is directly competing with the Product. Durect shall also have the first option at its own cost and for its own benefit to *** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. initiate, prosecute and control the enforcement of any of the Joint Patents against infringement by a Third Party in the Durect Territory. (c) Endo shall have the right at its own cost and for its own benefit to determine initiate, prosecute and control the appropriate course enforcement of action to enforce all intellectual property rights within the Joint Patents and Endo Patents against the infringement by a Third Party in the Licensed Technology (including without limitationTerritory through the marketing or sale of a product that the Parties reasonably agree is directly competing with the Product, any Patent, patent right, trade secret right, or other rightand if Durect does not initiate proceedings pursuant to Section 8.6(b) or otherwise xxxxx the infringement thereof, above within [***] days of being requested in writing to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permitdo so by Endo, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, in good faith, the interests of Licensor in so doingDurect Patents. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, Licensor Durect shall have the sole right at its own cost and for its own benefit to *** Confidential material redacted initiate, prosecute and separately filed with control the Commissionenforcement of the Durect Patents against all other infringement. take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Licensee Endo shall have the sole right at its own cost and for its own benefit to jointly initiate, prosecute such suit and to fund up to one-half control the enforcement of the Endo Patents against all other infringement. (1/2d) The Party prosecuting the infringement will control the litigation and will bear all the costs and legal expenses (including court costs and legal fees and expenses), including settlement thereof; provided, that no settlement or consent judgment or other voluntary final disposition of such suit. The party controlling any such enforcement infringement action shall not settle the action or otherwise consent brought by a Party pursuant to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party this Section 8.6 may be entered into without the prior written consent of the other party. All monies recovered upon Party if such settlement would require the final judgment other Party to be subject to an injunction or settlement to make a monetary payment or would restrict the claims in or admit any invalidity of any of the other Party’s Patents or Joint Patents or otherwise significantly adversely affect the rights of the other Party to this Agreement. Endo may not grant any rights under any Durect Patents or, to the extent not otherwise permitted hereunder, any Joint Patents, including a license or covenant not to xxx, without Durect’s prior written consent. Durect shall not grant any rights under any Joint Patents to the extent not otherwise permitted hereunder, including any covenant not to xxx, without Endo’s prior written consent. For any such action to terminate any such infringement, in the event that either Party is unable to initiate or prosecute such action solely in its own name or it is otherwise advisable to obtain an effective remedy, the other Party will join such action voluntarily and will execute and cause its Affiliates to execute all documents necessary for the enforcing Party to initiate litigation to prosecute and maintain such action. Each Party shall at its own expense promptly give to the Party bringing such infringement proceedings such reasonable assistance as the Party bringing the action may reasonably request. The Party undertaking any proceedings shall keep the other reasonably informed of the progress of the action and shall consider the comments and observations of the other in prosecuting the proceedings. (e) Other than as provided for in Section 8.5, Durect shall defend and control any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Licensed Territory alleging invalidity or unenforceability of any Durect Patents at its sole expense and its sole discretion, including the right to settle any such action, unless such settlement would require Endo to be subject to an injunction or would restrict the claims in or admit any invalidity of any of the Durect Patents or significantly adversely affect the rights of Endo under this Agreement. If Durect fails to defend any such action initiated by a Third Party (or any counterclaim or defense asserted in any other action) within [***] days of notice from such Third Party (or such shorter time period that would permit Endo a reasonable opportunity to respond in a timely manner), Endo shall thereafter have the right to defend and control any such invalidity action, counterclaim or defense in the Licensed Territory. (f) Endo shall defend and control any action initiated by a Third Party (or any counterclaim or defense asserted in any other action) in the Licensed Territory alleging invalidity or unenforceability of any Endo Patents or Joint Patents at its sole expense and its sole discretion, including the right to settle any such action, unless such settlement would require Durect to be subject to an injunction or would restrict the claims in or admit any invalidity of any of the Endo Patents or Joint Patents or significantly adversely affect the rights of Durect under this Agreement. If Endo fails to defend any such action initiated by a Third Party (or any counterclaim or defense asserted in any other action) within [***] days of notice from such Third Party (or such shorter time period that would permit Durect a reasonable opportunity to respond in a timely manner), *** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. Durect shall thereafter have the right to defend and control any such invalidity action, counterclaim or defense in the Licensed Territory. (g) Any recovery obtained as a result of an infringement action brought under this Section 8.6, whether by judgment, award, decree or settlement, will first be applied to reimbursement of each Party’s out-of-pocket costs and expenses in bringing such suit or proceeding, and any remaining balance will be distributed as follows: (i) if Endo has instituted and maintained such action alone, [***]; (ii) if Durect has instituted and maintained such action alone, [***]; or (iii) if the Parties have cooperated in instituting and maintaining such action, [***]. (h) A Party with knowledge that the other Party intends to enforce the intellectual property rights within the Licensed Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according a Joint Patent against a Third Party will not grant a license under such Joint Patent to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed TechnologyThird Party.

Enforcement of Patent Rights. LicenseeThe 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 all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) such Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Technologysuch Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technologysuch Patent Rights, and shall consider, in good faith, the interests of Licensor the other party in so doing. If Licensee Biosite does not, within one hundred twenty (120) days of receipt of notice from LicensorMerck, xxxxx the abatx xxx infringement or file suit to enforce the intellectual property rights within the Licensed Technology Patent Rights claiming a Joint Invention against at least one infringing party in the Territoryparty, Licensor Merck 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 TechnologyPatent Rights; PROVIDEDprovided, HOWEVERhowever, that, within thirty (30) days after receipt of notice of LicensorMerck's intent to file such suit, Licensee 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 intellectual property rights within the Licensed Technology Patent Rights shall be shared, after reimbursement of expenses, by Licensor Biosite and Licensee PRO RATA Merck as follows: (a) two 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, and (b) one 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, Licensor Biosite and Licensee Merck each shall fully cooperate with each the other party in the planning and execution of any action to enforce the intellectual property rights within the Licensed TechnologyPatent Rights.

Enforcement of Patent Rights. Licensee, at its sole expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed 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 all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technology.

Enforcement of Patent Rights. Licensee(a) Each Party shall notify the other Party of any substantial infringement in the Territory known to such Party of any Licensed Patent Rights and shall provide the other Party with the available evidence, if any, of such infringement. For any Competitive Infringement with respect to the Licensed Patent Rights that is not specifically related to a particular Licensed Product (i.e., where the Licensed Patent Rights being infringed cover gene therapy products generally), Licensor, at its sole expense, shall have the first right to determine the appropriate course of action to enforce all intellectual property rights within the such Licensed 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 all intellectual property rights within the Licensed Technology, Patent Rights and to control any litigation such litigation, in each case in its own name and, if necessary or other enforcement action and to enter intoprudent for standing purposes, or permit, in the settlement name of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, Company and shall consider, in good faith, the interests of Licensor Company in so doing. If Licensee To the extent that such Licensed Patent Rights are not licensed to any other party in any field outside of the Field (it being understood that the grant of any such license shall not affect any suit brought by Company prior to such grant), if Licensor does not, within one hundred twenty (120) [*] days of receipt of notice from LicensorCompany, xxxxx the infringement or file suit to enforce the intellectual property rights within the such Licensed Technology Patent Rights against at least one infringing party in the Territory, Licensor Company shall have the right to *** Confidential material redacted and separately filed with the Commission. take whatever any action it deems reasonably appropriate to enforce such intellectual property rights within applicable Licensed Patent Rights, in which case Licensor shall join the proceedings as required or prudent for standing purposes. (b) For any Competitive Infringement specifically related to a particular Licensed Technology; PROVIDEDProduct, HOWEVER, that[*]. If [*] does not, within thirty (30) [*] days after of receipt of notice of Licensor's intent from [*] xxxxx the infringement or file suit to file such suitenforce the Licensed Patent Rights with respect to a Licensed Product against at least one infringing party in the Territory, Licensee [*] shall have the right to jointly prosecute take any action reasonably appropriate to enforce such suit and applicable Licensed Patent Rights. (c) In the event of a disagreement between the Parties about whether or not the Licensed Patent Rights cover gene therapy products generally or are specifically related to fund up to one-half a particular Licensed Product [*]. (1/2d) the costs of such suit. The party Party controlling any such enforcement action under Section 9.3.3(a) or 9.3.3(b) shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party Party without the prior written consent of the other partyParty, not to be unreasonably withheld. All monies recovered upon the final judgment Any recovery or settlement of received in connection with any such suit to enforce the intellectual property rights within the Licensed Technology shall will first be shared, after reimbursement of expenses, shared by Licensor and Licensee PRO RATA according Company equally to cover any litigation costs and expenses each incurred and next shall be paid to Licensor or Company to cover any litigation costs it incurred in excess of the litigation costs of the other. Any remaining recovery or settlement shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement (but including for clarity attorney’s fees): (i) for any suit that is controlled by Company Licensor shall receive [*] of the recovery or settlement and the Company shall receive the remainder; and (ii) for any suit that controlled by Licensor, the parties shall [*] such recovery or settlement. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (i) for any suit that is controlled by Company , Licensor shall receive [*] and Company shall receive the remainder; and (ii) for any suit that is controlled by Licensor, the parties shall [*] such recovery or settlement. (e) Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties upon the Parties mutual agreement). For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement. If Licensor is subjected to third party discovery related to the respective percentages Licensed Patent Rights or Licensed Products, Company will pay Licensor’s documented out of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate pocket expenses with each other in the planning and execution of any action respect to enforce the intellectual property rights within the Licensed Technologysame.

Enforcement of Patent Rights. LicenseeThe 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 all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) such Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Technologysuch Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technologysuch Patent Rights, and shall consider, in good faith, the interests of Licensor the other party in so doing. If Licensee Biosite does not, within one hundred twenty (120) days of receipt of notice from LicensorMerck, xxxxx the abatx xxx infringement or file suit to enforce the intellectual property rights within the Licensed Technology Patent Rights claiming a Joint Invention against at least one infringing party in the Territoryparty, Licensor Merck 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 TechnologyPatent Rights; PROVIDEDprovided, HOWEVERhowever, that, within thirty (30) days after receipt of notice of LicensorMerck's intent to file such suit, Licensee Biosite shall have the right to jointly prosecute such suit and to fund up to one-half (1/2) [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 intellectual property rights within the Licensed Technology Patent Rights shall be shared, after reimbursement of expenses, by Licensor Biosite and Licensee PRO RATA Merck as follows: (a) [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, and (b) [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, Licensor Biosite and Licensee Merck each shall fully cooperate with each the other party in the planning and execution of any action to enforce the intellectual property rights within the Licensed TechnologyPatent Rights.

Enforcement of Patent Rights. Licensee, at its sole expense, (a) Licensee [***] shall have the right to determine the appropriate course of action to enforce all intellectual property rights within Licensed Patent Rights, Joint Patents and [***] in the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) Territory or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within Licensed Patent Rights, Joint Patents and [***] in the Territory, to defend any declaratory judgments seeking to invalidate or hold the Licensed TechnologyPatent Rights, Joint Patents or [***] in the Territory unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, Joint Patents or [***], in each case in Licensee's own name and, if necessary for standing purposes, in the intellectual property rights within the Licensed Technology, name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Licensor without the prior written consent of the other partyLicensor, provided that Licensee may [***]. All monies recovered upon the final judgment or settlement of any such suit to enforce the intellectual property rights within Licensed Patent Rights, Joint Patents or [***] in the Licensed Technology Territory shall be shared, after reimbursement of expenses, by Licensor and [***]. If Licensee PRO RATA according does not receive sufficient monies from a final judgment or settlement to the respective percentages of costs borne by each in cover its expenses for such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in have the planning and execution right to [***]. (b) Licensor [***] shall have the right to determine the appropriate course of any action to enforce Licensed Patent Rights, Joint Patents and [***] in the intellectual property rights within SK Territory or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, Joint Patents, and [***] in the SK Territory, to defend any declaratory judgments seeking to invalidate or hold the Licensed TechnologyPatent Rights, Joint Patents or [***] in the SK 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, Joint Patents, or [***], in each case in Licensor's own name and, if necessary for standing purposes with regard to Joint Patents, in the name of Licensee and shall consider, in good faith, the interests of Licensee in so doing. With respect to Joint Patents, Licensor shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of Licensee without the prior written consent of the Licensee, provided that Licensor may settle any such claim by granting a sublicense in accordance with this Agreement.

Enforcement of Patent Rights. LicenseeInnovive, at its sole [*] expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) Patent Rights or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed TechnologyPatent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation 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 intellectual property rights within SEC. law, in the Licensed Technology, name of TMRC and shall consider, in good faith, the interests of Licensor TMRC in so doing. If Licensee Innovive does not, within one hundred twenty (120) days of receipt of notice from LicensorTMRC, xxxxx axxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology Patent Rights against at least one infringing party in the Territory, Licensor TMRC 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 TechnologyPatent Rights; PROVIDEDprovided, HOWEVERhowever, that, within thirty (30) days after receipt of notice of Licensor's TMRC’s intent to file such suit, Licensee Innovive 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 Technology Patent Rights shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according in relation to the respective percentages of costs borne damages suffered by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologyparty.

Enforcement of Patent Rights. LicenseeTracon, at its sole expense, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) Cell-Matrix Patent Rights or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within Cell-Matrix Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed TechnologyCell-Matrix Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to Cell-Matrix Patent Rights, in each case in Tracon’s own name and, if necessary for standing purposes, in the intellectual property rights within the Licensed Technology, name of Cell-Matrix and shall consider, in good faith, the interests of Licensor Cell-Matrix in so doing. If Licensee Tracon does not, within one hundred twenty (120) days [***] of receipt of notice from LicensorCell-Matrix, xxxxx axxxx the infringement or file suit to enforce the intellectual property rights within Cell-Matrix Patent *** Certain information on this page has been omitted and filed separately with the Licensed Technology Commission. Confidential treatment has been requested with respect to the omitted portions. Rights against at least one an infringing party in a particular country in the Territory, Licensor Cell-Matrix 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 TechnologyCell-Matrix Patent Rights; PROVIDEDprovided, HOWEVERhowever, that, within thirty (30) days [***] after receipt of notice of Licensor's Cell-Matrix’s intent to file such suit, Licensee Tracon shall have the right to jointly prosecute such suit and to fund up to one-half (1/2) [***] 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 intellectual property rights within the Licensed Technology Cell-Matrix Patent Rights shall be shared[***], after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technology[***].

Enforcement of Patent Rights. Licensee(a) Each Party shall notify the other Party of any substantial infringement in the Territory known to such Party of any Licensed Patent Rights and shall provide the other Party with the available evidence, if any, of such infringement. For any Competitive Infringement with respect to the Licensed Patent Rights that is not specifically related to a particular Licensed Product (i.e., where the Licensed Patent Rights being infringed cover gene therapy products generally), Licensor, at its sole expense, shall have the first right to determine the appropriate course of action to enforce all intellectual property rights within the such Licensed 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 all intellectual property rights within the Licensed Technology, Patent Rights and to control any litigation such litigation, in each case in its own name and, if necessary or other enforcement action and to enter intoprudent for standing purposes, or permit, in the settlement name of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, Company and shall consider, in good faith, the interests of Licensor Company in so doing. If Licensee To the extent that such Licensed Patent Rights are not licensed to any other party in any field outside of the Field (it being understood that the grant of any such license shall not affect any suit brought by Company prior to such grant), if Licensor does not, within one hundred twenty (120) [*] days of receipt of notice from LicensorCompany, xxxxx the infringement or file suit to enforce the intellectual property rights within the such Licensed Technology Patent Rights against at least one infringing party in the Territory, Licensor Company shall have the right to *** Confidential material redacted and separately filed with the Commission. take whatever any action it deems reasonably appropriate to enforce such intellectual property rights within applicable Licensed Patent Rights, in which case Licensor shall join the proceedings as required or prudent for standing purposes. (b) For any Competitive Infringement specifically related to a particular Licensed Technology; PROVIDEDProduct, HOWEVER, that[*]. If [*] does not, within thirty (30) [*] days after of receipt of notice of Licensor's intent from [*] xxxxx the infringement or file suit to file such suitenforce the Licensed Patent Rights with respect to a Licensed Product against at least one infringing party in the Territory, Licensee [*] shall have the right to jointly prosecute take any action reasonably appropriate to enforce such suit and applicable Licensed Patent Rights. (c) In the event of a disagreement between the Parties about whether or not the Licensed Patent Rights cover gene therapy products generally or are specifically related to fund up to one-half a particular Licensed Product [*]. (1/2d) the costs of such suit. The party Party controlling any such enforcement action under Section 9.3.3(a) or 9.3.3(b) shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party Party without the prior written consent of the other partyParty, not to be unreasonably withheld. All monies recovered upon the final judgment Any recovery or settlement of received in connection with any such suit to enforce the intellectual property rights within the Licensed Technology shall will first be shared, after reimbursement of expenses, shared by Licensor and Licensee PRO RATA according Company equally to cover any litigation costs and expenses each incurred and next shall be paid to Licensor or Company to cover any litigation costs it incurred in excess of the litigation costs of the other. Any remaining recovery or settlement shall be allocated as follows: For any portion of the recovery or settlement, other than for amounts attributable and paid as enhanced damages for willful infringement (but including for clarity attorney’s fees): (i) for any suit that is controlled by Company Licensor shall receive [*] of the recovery or settlement and the Company shall receive the remainder; and - 20 - *Confidential Treatment Requested. Execution Copy (ii) for any suit that controlled by Licensor, the parties shall [*] such recovery or settlement. For any portion of the recovery or settlement paid as enhanced damages for willful infringement: (i) for any suit that is controlled by Company , Licensor shall receive [*] and Company shall receive the remainder; and (ii) for any suit that is controlled by Licensor, the parties shall [*] such recovery or settlement. (e) Each Party will reasonably cooperate and assist with the other in litigation proceedings instituted hereunder but at the expense of the Party who initiated the suit (unless such suit is being jointly prosecuted by the Parties upon the Parties mutual agreement). For clarity, such requirement does not require a Party to join a suit unless otherwise specifically required under this Agreement. If Licensor is subjected to third party discovery related to the respective percentages Licensed Patent Rights or Licensed Products, Company will pay Licensor’s documented out of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate pocket expenses with each other in the planning and execution of any action respect to enforce the intellectual property rights within the Licensed Technologysame.

Enforcement of Patent Rights. LicenseeIxsys, 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 all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) B&K Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed TechnologyB&K Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within B&K Patent Rights. Notwithstanding the Licensed Technologyforegoing, and Ixsys shall consider, in good faith, have no obligation to abatx xxx infringement of the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement B&K Patent Rights or to file suit any action to enforce the intellectual property rights within the Licensed Technology B&K Patent Rights against at least one an infringing party in the Territory. Neither Kaufxxxx, Licensor xx Affiliate of Kaufxxxx xxx any Third Party shall have take any action which (a) claims that the right Agreement is invalid and/or (b) seeks or claims damages from Ixsys because Ixsys failed to *** Confidential material redacted and separately filed with abatx xxx infringement of the Commission. take whatever B&K Patent Rights or to file any action it deems appropriate to enforce such intellectual property rights within the Licensed Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt B&K Patent Rights against any infringing party in the Territory. Kaufxxxx xxxll fully cooperate with Ixsys in the planning and execution of notice of Licensor's intent to file such suit, 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 regarding the B&K Patent Rights. Ixsys shall not settle the action or otherwise consent be entitled 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 intellectual property rights within the Licensed Technology shall be sharedB&K Patent Rights; provided, after reimbursement however, that if Ixsys receives monies in excess of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of Ixsys' aggregate costs borne by each in associated with any such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action suit to enforce the intellectual property rights within the Licensed TechnologyB&K Patent Rights (including, but not limited to, attorneys' fees and costs), Ixsys shall pay to Kaufxxxx xxx royalties owed to Kaufxxxx xxxsuant to Section 4.4. Ixsys shall reimburse Kaufxxxx xxx reasonable out-of-pocket expenses incurred by Kaufxxxx xx connection therewith; provided, however, that such expenses shall have been approved in advanced, in writing, by Ixsys, which approval shall not be withheld unreasonably.

Enforcement of Patent Rights. LicenseeIf 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 all intellectual property such patent rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) 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 all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technologypatent rights; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent if IRIS elects to file enforce such suitpatent rights, Licensee PSI shall have the right to jointly prosecute such suit and participate by agreeing to fund up to one-half (1/2) bear a percentage of 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 amount as the rights or interests of the non-controlling party without the prior written consent of the other partyparties shall reasonably determine. All monies amounts recovered upon the final in any action to enforce patent rights undertaken by IRIS and PSI, whether by judgment or settlement of any such suit to enforce the intellectual property rights within the Licensed Technology settlement, shall be shared, after reimbursement of expenses, retained by Licensor IRIS and Licensee PRO RATA PSI pro rata according to the respective percentages of costs expenses borne by each them in enforcing such suitpatent rights. Notwithstanding If, within six (6) months after notice of infringement of the foregoingIRIS Technology or the PSI Technology, Licensor 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 take appropriate action to enforce such patent rights as its sole remedy hereunder. All amounts received in any action to enforce patent rights undertaken solely by PSI at its expense, whether by judgment or settlement, shall be retained by PSI. IRIS and Licensee PSI shall fully cooperate with each other in the planning and execution of any action to enforce patent rights relating to the intellectual property 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 enforce, or any statement prejudicial to the validity or enforceability of any patent rights within relating to the Licensed TechnologyIRIS Technology or the PSI Technology without the consent of the other, which consent shall not be unreasonably withheld.

Enforcement of Patent Rights. LicenseeEach party shall notify the other party of any infringement known to such party of any Assigned Patent Rights, Designated Product Patent Rights, Medishperes™ Assigned Patent Rights or Bioavailability Assigned Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. 5.2.1 Subject to the provisions of Sections 5.2.2 and 5.2.3 below, Inhale shall have the right, at its sole expensecost and in its sole discretion, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) [CONFIDENTIAL TREATMENT REQUESTED] or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Technology[CONFIDENTIAL TREATMENT REQUESTED], to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology[CONFIDENTIAL TREATMENT REQUESTED], and shall consider, in good faith, the interests of Licensor Alliance in so doing. 5.2.2 Except as provided in the last sentence of this Section 5.2.2, Alliance shall have the right, at its sole cost and in its sole discretion, to determine the appropriate course of action to enforce one or more patents within the Assigned Patent Rights, Medispheres™ Assigned Patent Rights or Bioavailability Assigned Patent Rights that claim uses solely for Liquid Dose Instillation (or, as to the Bioavailability Assigned Patent Rights, for applications outside the Inhale Field) or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Assigned Patent Rights, Medispheres™ Assigned Patent Rights or Bioavailability Assigned Patent Rights that claim uses solely for Liquid Dose Instillation (or, as to the Bioavailability Assigned Patent Rights, for applications outside the Inhale Field) to control any litigation or other enforcement action with respect to one or more patents within the Assigned Patent Rights, Medispheres™ Assigned Patent Rights or Bioavailability Assigned Patent Rights that claim uses solely for Liquid Dose Instillation (or, as to the Bioavailability Assigned Patent Rights, for applications outside the Inhale Field), and shall consider, in good faith, the interests of Inhale in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, Licensor Inhale shall have the right to *** Confidential material redacted in its sole discretion and separately filed with the Commission. take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Technology; PROVIDEDat its cost, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Licensee shall have the right to jointly prosecute such suit defend any challenge to the validity, enforceability or scope of the Assigned Patent Rights, Medispheres™ Assigned Patent Rights or Bioavailability Assigned Patent Rights by Alliance under this section 5.2.2. Alliance may exercise its rights under this Section 5.2.2 only on a patent by patent basis (and to fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action not claim by claim); Alliance shall not settle the any action or otherwise consent to an adverse judgment in any such action that diminishes the rights of Inhale in the Assigned Patent Rights, Designated Product Patent Rights, Medishperes™ Assigned Patent Rights or interests of the non-controlling party Bioavailability Assigned Patent Rights without the prior written consent of the other partyInhale. All monies recovered upon the final judgment or settlement of any such suit to enforce the intellectual property rights within Assigned Patent Rights, Designated Product Patent Rights, Medishperes™ Assigned Patent Rights or Bioavailability Assigned Patent Rights as permitted under this Section 5.2.2 shall first be allocated to reimburse each party’s expenses incurred in conducting such action and then allocated between the Licensed Technology shall be sharedparties in proportion to their respective damages incurred by reason of such infringement, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each as determined in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other or as agreed upon in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologysuch settlement.

Enforcement of Patent Rights. Licensee6.5.1 If any patent within the Patent Rights is or might reasonably be infringed by a Third Party through the manufacture, use or sale of any products in the Field (an "Infringement in the Field"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other Party in writing. The notice shall set forth the facts of that infringement in reasonable detail. 6.5.2 Except as provided in Section 6.5.3, in the event of an Infringement in the Field which, in the Parties' reasonable judgment, if continued, would affect materially the marketing and commercialization of Licensed Product by Medeva, TGC shall institute, prosecute, and control any action or proceeding with respect to such infringement, provided that either (i) the patent allegedly infringed is owned by TGC or (ii) TGC has a right to institute, prosecute and control such action or proceeding. If the patent infringed is not owned by TGC and TGC does not have a right to institute, prosecute and control such action or proceeding, TGC shall use Reasonable Commercial Efforts to cause the owner of such patent (the "Patent Owner") to institute, prosecute and control, or permit TGC to control, any action or proceeding with respect to such infringement. To the extent permitted by Applicable Laws where either (a) TGC has brought suit or (b) the Patent Owner is a party other than TGC and TGC is authorized to permit Medeva to do so, Medeva shall have the right, at its sole own expense, to be represented in any such action or proceeding by counsel of its own choice. In addition, to the extent that TGC is authorized to permit Medeva to do so, TGC agrees to permit Medeva to control any action or proceeding with respect to such infringement and, if the Patent Owner is not TGC and TGC does not have the right to institute prosecute and control such action or proceeding, TGC shall use Reasonable Commercial Efforts to cause such Patent Owner to permit Medeva to control any such action or proceeding. 6.5.3 If TGC or the Patent Owner fails to bring an action or proceeding with respect to an Infringement in the Field within a period of ninety (90) days after the earlier of (i) the date of the Parties' determination that such infringement, in the Parties' reasonable judgment, if continued, would affect materially the marketing and commercialization of Licensed Product by Medeva, or, (ii) the date of Medeva's request to bring such an action or proceeding, Medeva, to the extent that TGC is authorized to permit Medeva to do so, shall have the right, but not the obligation, to bring and control an action or proceeding in its name against such infringement by counsel of Medeva' own choice. If the Patent Owner is not TGC, and TGC is not authorized to permit Medeva to bring and control such an action or proceeding, TGC shall use Reasonable Commercial Efforts to cause such Patent Owner to permit Medeva to do so. In any such action, TGC and the Patent Owner shall have the right to determine join as a party (or parties) and be represented in any such action by counsel of their own choice at their own expense. Notwithstanding the appropriate course of above, in the event that it is not possible under relevant local laws for Medeva to bring and control such an action or proceeding, TGC, to enforce all intellectual property rights within the Licensed Technology (including without limitationextent that TGC is able to do so, any Patent, patent right, trade secret rightshall bring, or other right) or otherwise xxxxx shall cause the infringement thereofPatent Owner to bring, such an action and Medeva shall control such action, at Medeva's expense. In any such case, TGC agrees to take (or refrain from taking) appropriate action be joined as a party plaintiff if necessary for Medeva to enforce all intellectual property rights within prosecute the Licensed Technology, to control any litigation or other enforcement action and to enter intogive Medeva reasonable assistance and authority to file and prosecute the suit. In addition, if the Patent Owner is not TGC and TGC does not have authority to require the Patent Owner to join as a party plaintiff, TGC agrees to use Reasonable Commercial Efforts to cause the Patent Owner to agree to be joined as a party plaintiff if helpful for Medeva to prosecute the action and to give Medeva reasonable assistance and authority to file and prosecute the suit. 6.5.4 TGC, or permitthe Patent Owner if not TGC, the settlement of any such litigation or shall retain all other enforcement action rights with respect to enforcement of patents which could give rise to an Infringement in the intellectual property rights within Field. Any damages or other monetary awards recovered in an action or proceeding against an infringer of the Licensed TechnologyPatent Rights based on an Infringement in the Field shall be applied first to the reimbursement of Medeva and TGC, and the Patent Owner if not TGC, of their respective out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred in prosecuting such infringement action, on a pro rata basis based upon their respective out-of- pocket expenses, until all such expenses have been recovered. Unless TGC's pre- existing written obligations to the Patent Owner require otherwise, any remaining balance shall consider, in good faith, be divided (i) equally between the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party parties in the Territorysuit if TGC, Licensor shall or the Patent Owner if not TGC, is controlling the litigation provided Medeva did not have the right to *** Confidential material redacted and separately filed with control the Commission. take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Technology; PROVIDEDlitigation, HOWEVER, that, within thirty or (30ii) days after receipt of notice of Licensor's intent to file such suit, 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 Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning ratio of [ * ] to Medeva and execution of any action [ * ] to enforce TGC and the intellectual property rights within Patent Owner if Medeva is controlling the Licensed Technologylitigation or TGC is controlling the litigation at Medeva's request.

Enforcement of Patent Rights. LicenseeEach Party, first having knowledge of any of the following, shall notify the others in writing of any third party infringement or misappropriation of any Patents or of any Technology licensed to NewCo hereunder or any attempts to invalidate or render unenforceable any of such rights licensed hereunder including, without limitation, by declaratory judgment action or litigation. (a) NewCo shall have the initial right, but not the obligation, as to all other Parties to institute, prosecute, defend and control any action, suit or proceeding (an “Action”) with respect to such infringement or misappropriation that includes infringing activities or use of misappropriated Technology within the Field or with respect to such attempts to invalidate or render unenforceable any such rights licensed hereunder, including any declaratory judgment action or litigation, at its sole expense. NewCo shall be entitled to use counsel of its choice and shall consult with and keep the other Parties and, to the extent contractually required by Third-Party License Agreements, the Third-Party Licensors, informed of the progress of the Action. All Parties shall cooperate reasonably with NewCo, at NewCo’s request, in connection with any such Action. For any Action involving any Licensed Patent having material applicability outside the Field, NewCo and the applicable Licensor shall mutually agree upon the strategy for enforcing (or defending) such Licensed Patent, and no settlement of or material concession with respect to such Action shall be made or entered into by NewCo without Licensor’s consent and no settlement of or material concession with respect to an Action involving any Licensed Patent having material applicability within the Field shall be made or entered into by Licensor without NewCo’s consent. Subject to the terms and conditions of the applicable Third Party License Agreement regarding reimbursement of a Third-Party Licensor’s costs and expenses or sharing of recovery with a Third-Party Licensor, any amounts recovered in such Action by NewCo shall (i) be used first to reimburse NewCo, then the Licensors and, if applicable, the Third-Party Licensors, for the costs and expenses reasonably incurred in connection with such Action (including attorneys and expert fees) and (ii) after such reimbursement, NewCo shall retain any remainder. (b) Subject to the applicable terms and conditions of any Pre-existing License Agreements, NewCo shall have the right to determine delegate its right in accordance with Section 7.11(a) to institute, prosecute, defend and control any Action to any of its sublicensees which has received an exclusive sublicense pursuant to Section 4 of any or all rights granted to NewCo in Sections 2 and 3, provided that any such delegation shall be subject to such sublicensee agreeing in writing to be bound by all relevant obligations of NewCo under Section 7.11(a). Such sublicensee shall be entitled to use counsel of its choice and shall be required to keep the appropriate course Parties and the Third-Party Licensors, to the extent contractually required, informed of action the progress of the Action. The Parties shall cooperate reasonably with such sublicensee, at such sublicensee’s request, in connection with any such Action. Subject to enforce all intellectual property rights within the Licensed Technology terms and conditions of the applicable Third Party License Agreement regarding reimbursement of a Third-Party Licensor’s costs and expenses or sharing of recovery with a Third-Party Licensor, any amounts recovered in such Action by such sublicensee shall (i) be used first to reimburse such Sublicensee, then NewCo, then the Licensors and, if applicable, the Third-Party Licensors, for the costs and expenses reasonably incurred in connection with such Action (including without limitationattorneys and expert fees), (ii) after such reimbursement, any Patent, patent right, trade secret right, remainder attributable to lost profits or other righta reasonable royalty on infringing sales shall be allocated to such sublicensee and (iii) or otherwise xxxxx the infringement thereof, to take after distribution under (or refrain from takingi) appropriate action to enforce all intellectual property rights within the Licensed Technology, to control any litigation or other enforcement action and to enter into, or permit(ii) above, the settlement remainder of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Technology recovery shall be shared, after reimbursement of expenses, retained by Licensor NewCo and/or the sublicensee as may be agreed by NewCo and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologysublicensee.

Enforcement of Patent Rights. Licensee(a) If a Third Party is apparently infringing a Program Patent or a Patent within the Aradigm Technology or the CyDex Technology, at its sole expense, the Party first obtaining knowledge of such infringement shall immediately provide the other Party notice of such infringement and the related facts in reasonable detail. (b) Aradigm shall have the exclusive right with respect to enforcing any Patent within the Aradigm Technology, and with respect to settling any action brought relating to such infringement, Aradigm may grant a license to such Patent in conjunction with such settlement, subject to the licenses granted to CyDex hereunder. All costs, liabilities and proceeds (each, if any) associated with such enforcement shall be borne or realized by Aradigm. (c) CyDex shall have the exclusive right with respect to enforcing any Patent within the CyDex Technology, and with respect to settling any action brought relating to such infringement, CyDex may grant a license to such Patent in conjunction with such settlement, subject to the licenses granted to Aradigm hereunder. All costs, liabilities and proceeds (each, if any) associated with such enforcement shall be borne or realized by CyDex. (d) The JSC shall determine how to best control the appropriate course enforcement of a Program Patent against an alleged infringer. If, with the approval of the JSC, either Party brings any action or proceeding to enforce all intellectual property rights within the Licensed Technology (including without limitation, any a Program Patent, patent rightthe other Party agrees to be joined as a Party plaintiff and to give the first Party reasonable assistance and authority to control, trade secret rightfile and prosecute the suit as necessary. All costs, liabilities and proceeds (each, if any) associated with such action or proceeding shall be shared by the Parties in accordance with the Allocation Ratio. No settlement or consent judgment or other rightvoluntary final disposition of such action or proceeding may be entered into without the joint written consent of Aradigm and CyDex. (e) or otherwise xxxxx For clarity, the infringement thereofParties agree that the rights of each Party, as set forth above, to take (assert claims of infringement with respect to Patents in the Aradigm Technology or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed CyDex Technology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action and/or with respect to the intellectual property rights within Program Patents, may be superseded by the Licensed Technology, and shall consider, in good faith, the interests terms of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologya Partnering Agreement.

Enforcement of Patent Rights. LicenseeEach party shall notify the other party of any infringement known to such party of any Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. 5.2.1 Subject to the provisions of Sections 5.2.2 and 5.2.3 below, Inhale shall have the right, at its sole expensecost and in its sole discretion, shall have the right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed TechnologyPatent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed TechnologyPatent Rights, and shall consider, in good faith, the interests of Licensor Alliance in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology against at least one infringing party . 5.2.2 Except as provided in the Territorylast sentence of this Section 5.2.2, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Licensed Patent Rights as permitted under this Section 5.2.2 shall first be allocated to reimburse each party's expenses incurred in conducting such action and then allocated between the Licensed Technology shall be sharedparties in proportion to their respective damages incurred by reason of such infringement, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each as determined in such suit. , or as agreed upon in such settlement. 5.2.3 If Alliance learns that a Third Party is infringing the Designated Product Patent Rights by making and selling a product competitive with a Designated Product, * All monies recovered upon final judgment or settlement of any such suit to enforce the Designated Product Patent Rights as permitted under this Section 5.2.3 shall first be allocated to reimburse each party's expenses incurred in conducting such action and then allocated between the parties in proportion to their respective damages incurred by reason of such infringement, as determined in such suit, or as agreed upon in such settlement. 5.2.4 Notwithstanding the foregoing, Licensor and Licensee the non-controlling party shall fully reasonably cooperate with each other the controlling party, at the expense of the controlling party, in the planning and execution prosecution of any action to enforce the intellectual property rights within Licensed Patent Rights as set forth above. Each party shall keep the Licensed Technologyother party and its counsel reasonably informed as to the status of any such action.

Enforcement of Patent Rights. With 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 all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) Scripps Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed TechnologyScripps Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed TechnologyScripps Patent Rights, and shall consider, in good faith, the interests of Licensor Scripps in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from LicensorScripps, xxxxx the abatx xxx infringement or file suit to enforce the intellectual property rights within the Licensed Technology Scripps Patent Rights against at least one infringing party in the TerritoryField, Licensor Scripps 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 TechnologyScripps Patent Rights in the Field; PROVIDEDprovided, HOWEVERhowever, that, within thirty (30) days after receipt of notice of Licensor's Scripps' intent to file such suit, 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 Scripps Patent Rights in the Licensed Technology Field shall be shared, after reimbursement of expenses, by Licensor Scripps and Licensee PRO RATA according to with Scripps receiving the higher of a pro rata share based on the respective percentages of costs borne by each in such suitsuit or four percent (4%) of said recovered monies. Notwithstanding the foregoing, Licensor Scripps and Licensee shall fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed TechnologyScripps Patent Rights.

Enforcement of Patent Rights. LicenseeCompany, at its sole expense, shall have the first right to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Technology (including without limitation, any Patent, patent right, trade secret right, or other right) Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed TechnologyPatent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation 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 intellectual property rights within the Licensed Technology, name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. If Licensee Company does not, within one hundred twenty [*] (120[*]) days of receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the intellectual property rights within the Licensed Technology Patent Rights against at least one infringing party in the Territory, 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 TechnologyPatent Rights; PROVIDEDprovided, HOWEVERhowever, that, within thirty [*] (30[*]) days after receipt of notice of Licensor's ’s intent to file such suit, Licensee Company 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 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 intellectual property rights within the Licensed Technology Patent Rights shall be shared, after first used for reimbursement of expenses, and all remaining moneys shall be distributed as follows: (a) if [*] 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 Licensor the applicable royalty under Section 4.1.1(a), and (b) if such amounts were awarded as punitive or other damages, such amounts shall be considered as “Non-Royalty Sublicensing Income” and Company shall 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 cover its expenses for such suit, Company shall have the right to credit up to [*] percent ([*]%) of such expenses against any royalties or other fees owing by Company in accordance with Section 4.1.2 above (i.e., Company shall not reduce the amount of royalties paid to Licensor to less than [*] percent ([*]%) of Net Sales). Only Licensor will be entitled to all monies recovered by Licensor, for suits brought solely by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, Licensor and Licensee shall fully cooperate accordance with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologythis Section.

Enforcement of Patent Rights. Licensee5.1. Subject to the terms and conditions of this Agreement, APAC will use its good faith efforts to pursue licensing and enforcement of the Patents at its expense. APAC will attempt to negotiate licenses with companies that APAC believes may be infringing the Patents. APAC may, at its sole expensediscretion, license the Patents to companies that may have an interest in the technology covered by the Patents. Notwithstanding any of the foregoing, APAC may at any time elect not to pursue licensing or enforcement of any of the Patents if APAC determines, in its reasonable and sole discretion, that any such pursuit would be commercially unreasonable or otherwise unlawful or illegal. 5.2. APAC may, in its sole judgment, decide to institute enforcement actions against certain or all of the companies that APAC believes are infringing the Patents. APAC shall have the exclusive right to bring suit to enforce the Patents. Licensor shall join as a plaintiff at APAC’s request in the event APAC’s counsel determines that Licensor or Verso is a necessary party to the action. in the event that Licensor or Verso joins in any suit, either before or after it is initiated, Licensor and Verso shall have the right to determine be represented by counsel of his choice. provided that if Licensor or Verso chooses to have representation separate from APAC, Licensor and Verso shall be responsible for paying all his own respective fees and costs related to such representation and APAC shall be solely responsible for the appropriate course of action to enforce all intellectual property rights within fees and costs incurred by its own counsel. In the Licensed Technology (including without limitation, any Patent, patent right, trade secret rightevent Licensor or Verso joins as a plaintiff at APAC’s request, or other right) Licensor or otherwise xxxxx the infringement thereofVerso is named as a party by another party to such action, APAC shall defend and indemnify Licensor and Verso against all liabilities, costs and expenses related to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Technologysuch action, to control any litigation or other enforcement action and to enter intoexcept that, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Technology, as provided above. Licensor and shall consider, in good faith, the interests of Licensor in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Licensor, xxxxx the infringement or file suit be responsible for their own counsel’s fees and costs if it elects to enforce the intellectual property rights within the Licensed Technology against at least one infringing party in the Territory, 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 Technology; PROVIDED, HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, 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 Technology shall be shared, after reimbursement of expenses, by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by each in such suitretain separate counsel. Notwithstanding any of the foregoing, in the event that a court holds that Licensor or has engaged in fraud, gross negligence, or willful misconduct, APAC shall have no obligation to indemnify Licensor and Licensee shall Verso for any judgments, liability, loss, damages, costs and expenses (including reasonable attorneys’ fees and expenses of litigation) in connection therewith. 5.3. Regardless of whether Licensor or Verso is named as a party to any enforcement action, APAC reserves the sole right to select counsel, direct the litigation, and to negotiate and determine the terms of any settlement or other disposition of such action. The parties agree to fully cooperate with each other in the planning and execution of any action to enforce the intellectual property rights within the Licensed Technologylitigation that is brought.