Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. Transcend 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, 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 own 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 settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocated.

Enforcement of Patent Rights. Transcend Ixsys, at its sole expense, shall have the right, at any time and BI shall each promptly notify at its sole discretion, to determine the other in writing appropriate course of any alleged or threatened infringement of patents or patent applications included in action to enforce the Transcend B&K Patent Rights or otherwise xxxxx the Program infringement thereof, to take (or refrain from taking) appropriate action to enforce the B&K Patent Rights Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of which they become aware. Transcend and BI shall then confer and may agree jointly to prosecute any such infringement. The Party owning patents litigation 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, Transcend shall control the litigation. If the Parties do not agree on whether or how to proceed with other 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 own name to commence litigation action with respect to the alleged B&K Patent Rights. Notwithstanding the foregoing, Ixsys shall have no obligation to xxxxx any infringement of the B&K Patent Rights or threatened infringementto file any action to enforce the B&K Patent Rights against an infringing party in the Territory. In the event a Party brings Neither Xxxxxxxx, an infringement action, the other Affiliate of Xxxxxxxx nor any Third Party shall take any action which (a) claims that the Agreement is invalid and/or (b) seeks or claims damages from Ixsys because Ixsys failed to xxxxx any infringement of the B&K Patent Rights or to file any action to enforce the B&K Patent Rights against any infringing party in the Territory. Xxxxxxxx shall fully cooperate fullywith Ixsys in the planning and execution of any enforcement action regarding the B&K Patent Rights. Ixsys shall be entitled to receive all monies recovered upon the final judgment or settlement of any such suit to enforce the B&K Patent Rights; provided, however, that if Ixsys receives monies in excess of Ixsys’ aggregate costs associated with any such suit to enforce the B&K Patent Rights (including, if required but not limited to, attorneys’ fees and costs), Ixsys shall pay to bring such action, the furnishing of a power of attorney. Neither Party shall have the right Xxxxxxxx any royalties owed to settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced Xxxxxxxx pursuant to this Section, including attorneys' fees and expenses, Section 4.4. Ixsys shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 reimburse Xxxxxxxx for reasonable out-of-pocket costs expenses incurred by Xxxxxxxx in connection therewith; provided, however, that such expenses shall be accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedapproved in advanced, in writing, by Ixsys, which approval shall not be withheld unreasonably.

Enforcement of Patent Rights. Transcend 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 TranscendLicensee, 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 limitat its sole expense, 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 own 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, 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 any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the intellectual property rights within the Licensed Technology shall be shared, after reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by BI each in such suit. Notwithstanding the foregoing, Licensor and Transcend Licensee shall fully cooperate with each other in the same ratio as planning and execution of any action to enforce the ratio of the profits received by BI in connection with sales of intellectual property rights within the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedTechnology.

Enforcement of Patent Rights. Transcend and BI Each Party, first having knowledge of any of the following, shall each promptly notify the other others in writing of any alleged third party infringement 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 misappropriation of any dispute between 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 aspect such rights licensed hereunder, including any declaratory judgment action or litigation, at its 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 litigationprogress of the Action. With 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 Program 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 Rights covering Program Technology solely having material applicability within the Field shall be made or jointly owned entered into by TranscendLicensor 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, Transcend any amounts recovered in such Action by NewCo shall control (i) be used first to reimburse NewCo, then the litigation. If Licensors and, if applicable, the Parties do not agree on whether or how to proceed Third-Party Licensors, for the costs and expenses reasonably incurred in connection with enforcement activity within such Action (aincluding attorneys and expert fees) ninety and (90ii) days following the notice of alleged infringement or after such reimbursement, NewCo shall retain any remainder. (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 own name to commence litigation with respect Subject to the alleged or threatened infringement. In the event a Party brings an infringement actionapplicable terms and conditions of any Pre-existing License Agreements, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither Party NewCo shall have the right to settle delegate its right in accordance with Section 7.11(a) to institute, prosecute, defend and control any patent infringement litigation 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 this Section in a manner that diminishes 7.11(a). Such sublicensee shall be entitled to use counsel of its choice and shall be required to keep the rights or interests Parties and the Third-Party Licensors, to the extent contractually required, informed of the other Party without progress of the express written consent of such other PartyAction. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this SectionParties shall cooperate reasonably with such sublicensee, including attorneys' fees and expensesat such sublicensee’s request, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales any such Action. Subject to the terms and conditions of the Licensed Products 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 country Action by such sublicensee shall (i) be used first to reimburse such Sublicensee, then NewCo, then the royalties paid to Transcend Licensors and, if applicable, the Third-Party Licensors, for the costs and expenses reasonably incurred in connection with the sale of the Licensed Products in such country added toAction (including attorneys and expert fees), in the case of the United States(ii) after such reimbursement, Transcend's share, if any, of the Net Contribution. For purposes hereof, only out-of-pocket costs any remainder attributable to lost profits or a reasonable royalty on infringing sales shall be accounted for allocated to such sublicensee and reimbursed (iii) after distribution under this Section(i) and (ii) above, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part remainder of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in retained by NewCo and/or the same manner sublicensee as costs have been allocatedmay be agreed by NewCo and the sublicensee.

Enforcement of Patent Rights. Transcend Ixsys, at its sole expense, shall have the right, at any time and BI shall each promptly notify at its sole discretion, to determine the other in writing appropriate course of any alleged or threatened infringement of patents or patent applications included in action to enforce the Transcend B&K Patent Rights or otherwise abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Program B&K Patent Rights Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of which they become aware. Transcend and BI shall then confer and may agree jointly to prosecute any such infringement. The Party owning patents litigation 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, Transcend shall control the litigation. If the Parties do not agree on whether or how to proceed with other 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 own name to commence litigation action with respect to the alleged B&K Patent Rights. Notwithstanding the foregoing, Ixsys shall have no obligation to abatx xxx infringement of the B&K Patent Rights or threatened infringementto file any action to enforce the B&K Patent Rights against an infringing party in the Territory. In the event a Party brings an infringement actionNeither Kaufxxxx, the other xx Affiliate of Kaufxxxx xxx any Third Party shall take any action which (a) claims that the Agreement is invalid and/or (b) seeks or claims damages from Ixsys because Ixsys failed to abatx xxx infringement of the B&K Patent Rights or to file any action to enforce the B&K Patent Rights against any infringing party in the Territory. Kaufxxxx xxxll fully cooperate fullywith Ixsys in the planning and execution of any enforcement action regarding the B&K Patent Rights. Ixsys shall be entitled to receive all monies recovered upon the final judgment or settlement of any such suit to enforce the B&K Patent Rights; provided, however, that if Ixsys receives monies in excess of Ixsys' aggregate costs associated with any such suit to enforce the B&K Patent Rights (including, if required to bring such actionbut not limited to, the furnishing of a power of attorney. Neither Party shall have the right to settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expensescosts), Ixsys shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Products in such country pay to the Kaufxxxx xxx royalties paid owed 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 ContributionKaufxxxx xxxsuant to Section 4.4. For purposes hereof, only Ixsys shall reimburse Kaufxxxx xxx reasonable out-of-pocket costs expenses incurred by Kaufxxxx xx connection therewith; provided, however, that such expenses shall be accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedapproved in advanced, in writing, by Ixsys, which approval shall not be withheld unreasonably.

Enforcement of Patent Rights. Transcend 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, Transcend shall control the litigation. If the Parties do not agree on whether or how to proceed with enforcement activity within (a) Third Party Infringement. If either Party becomes aware of any activity that such Party believes represents an infringement of the claims of the Emisphere Patent Rights relating to the Carriers or any Joint Patent, the Party obtaining such knowledge shall promptly advise the other of all relevant facts and circumstances pertaining to the potential infringement. Novartis and Emisphere shall thereafter consult and co-operate fully to determine a course of action, including but not limited to, the commencement of legal action to terminate any infringement of the Emisphere Patent Rights pursuant to the following. (b) Emisphere shall have the first right, but no obligation, to initiate and prosecute such legal proceedings, at its own expense and in the name of Emisphere, and to control the defense of any declaratory judgment action relating to the Emisphere Patent Rights; provided, however, that no settlement shall be entered into by Emisphere without the written consent of Novartis if such settlement would materially affect Novartis’ interests. Emisphere shall co-operate with Novartis in such effort, including being joined as a Party to such action if necessary. In deciding whether to pursue, and in the pursuit of such defense Novartis will use Commercially Reasonable Efforts. (c) If Emisphere which is entitled to firstly pursue the defense, does not succeed, within ninety (90) days following after receiving notice from Novartis of a potential infringement of the claims of Emisphere Patent Rights relating to the Programme Carriers or within sixty (60) days after providing Novartis with notice of alleged such infringement, either in terminating such infringement or, in instituting an action to prevent continuation thereof, or if Emisphere notifies Novartis that it does not plan to defend against or terminate the 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 own 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 institute any such action, then Novartis shall have the furnishing of right to do so at Novartis’ own cost and expense. In such case, Emisphere shall reasonably co-operate with Novartis in such effort, including being joined as a power of attorney. Neither Party to such action if necessary. (d) In addition, each Party shall have the right to settle join in any patent action against infringement litigation under brought in accordance with this Article 8 if necessary in order to assert the damages incurred by such Party as a result of the alleged infringement, provided, that, (i) the foregoing shall not limit or restrict in any way the rights of the Party controlling such action as determined in accordance with this Article from exercising such control in its discretion, (ii) notwithstanding the foregoing, any monetary recovery in connection with such infringement action shall be allocated in accordance with Article 8.5, (iii) in the event Novartis joins Emisphere in the defence of an infringement action with respect to an Emisphere Patent Right, Novartis may elect to participate up to *** of the total Out of Pocket Costs and expense of Emisphere and Novartis shall consequently share to the same proportion in any award. *** - indicates material omitted pursuant to a Confidential Treatment Request and filed separately with the Securities and Exchange Commission. (e) The costs and expenses (including attorneys’ fees) of any action against an infringement brought in accordance with this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend the Party controlling the infringement action, unless stated otherwise in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedArticle 8.

Enforcement of Patent Rights. Transcend The party owning any Patent Rights, and BI shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included Biosite in the Transcend case of 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 Transcendclaiming a Joint Invention, 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 limitat its sole expense, 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 own 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 such Patent Rights or otherwise abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce such 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 such Patent Rights, and shall consider, in good faith, the interests of the other party in so doing. If Biosite does not, within one hundred twenty (120) days of receipt of notice from Merck, abatx xxx infringement or file suit to enforce Patent Rights claiming a Joint Invention against at least one infringing party, Merck shall have the right to take whatever action it deems appropriate to enforce such Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of Merck's intent to file such suit, Biosite shall have the right to jointly prosecute such suit and to fund up to [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] the costs of such suit. The party controlling any such enforcement action shall not settle any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the Patent Rights shall be shared, after reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, by Biosite and Merck as follows: (a) [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] shall be borne retained by BI the party that has the right under the Supply and Transcend Distribution Agreement to distribute the Product in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation 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, Biosite and Merck each shall fully cooperate with the other party in the same manner as costs have been allocatedplanning and execution of any action to enforce the Patent Rights.

Enforcement of Patent Rights. Transcend and BI shall each (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 notify 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 own 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 initiate, prosecute and control the enforcement of the Joint Patents and Endo Patents against the 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, and if Durect does not initiate proceedings pursuant to Section 8.6(b) above within [***] days of being requested in writing to do so by Endo, the Durect Patents. Durect shall have the sole right at its own cost and for its own benefit to initiate, prosecute and control the enforcement of the Durect Patents against all other infringement. Endo shall have the sole right at its own cost and for its own benefit to initiate, prosecute and control the enforcement of the Endo Patents against all other infringement. (d) 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 any alleged infringement action brought by a Party pursuant to this Section 8.6 may be entered into without the prior written consent of the other Party if such settlement would require the other Party to be subject to an injunction or threatened infringement to make a monetary payment or would restrict the claims in or admit any invalidity of patents any of the other Party’s Patents or patent applications included in Joint Patents or otherwise significantly adversely affect the Transcend Patent Rights 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 Program Patent Rights of which they become awareextent not otherwise permitted hereunder, including any covenant not to xxx, without Endo’s prior written consent. Transcend and BI shall then confer and may agree jointly For any such action to prosecute terminate 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, 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 that either Party may act is unable to initiate or prosecute such action solely in its own name or it is otherwise advisable to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings obtain an infringement actioneffective remedy, the other Party shall cooperate fully, including, if required will join such action voluntarily and will execute and cause its Affiliates to bring execute all documents necessary for the enforcing Party to initiate litigation to prosecute and maintain such action, the furnishing of a power of attorney. Neither Each Party shall have 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 patent 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 litigation action brought under this Section in a manner that diminishes the rights 8.6, whether by judgment, award, decree or interests settlement, will first be applied to reimbursement of the other Party without the express written consent of such other each Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 ’s out-of-pocket costs shall and expenses in bringing such suit or proceeding, and any remaining balance will be accounted for distributed as follows: (i) if Endo has instituted and reimbursed under this Sectionmaintained such action alone, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by [***]; (ii) if Durect has instituted and maintained such action alone, [***]; or (iii) if the Parties as part of have cooperated in instituting and maintaining such action, [***]. (h) A Party with knowledge that the other Party intends to enforce a cost sharing arrangement, any recovery realized as Joint Patent against a result of Third Party will not grant a license under such joint litigation shall be shared in the same manner as costs have been allocatedJoint Patent to such Third Party.

Enforcement of Patent Rights. Transcend and BI Each party shall each promptly notify the other in writing party of any alleged or threatened infringement known to such party of patents or patent applications included in the Transcend any Licensed 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, 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 own name to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings an infringement action, provide 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 settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Products in such country to the royalties paid to Transcend in connection party with the sale of the Licensed Products in such country added to, in the case of the United States, Transcend's shareavailable evidence, if any, of such infringement. 5.2.1 Subject to the Net Contribution. For purposes hereofprovisions of Sections 5.2.2 and 5.2.3 below, only out-of-pocket costs Inhale shall be accounted for have the right, at its sole cost and reimbursed in its sole discretion, to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to 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 Licensed Patent Rights, and shall consider, in good faith, the interests of Alliance in so doing. 5.2.2 Except as provided in the last sentence of this Section 5.2.2, * * All monies recovered upon final judgment or settlement of any such suit to enforce the Licensed Patent Rights as permitted under this SectionSection 5.2.2 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, without 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 allocation for internal resources devoted 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, the non-controlling party shall reasonably cooperate with the controlling party, at the expense of the controlling party, in the planning and prosecution of any action to enforce the Licensed Patent Rights as set forth above. Each party shall keep the other party and its counsel reasonably informed as to the litigation. Except as otherwise agreed to by the Parties as part status of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedaction.

Enforcement of Patent Rights. Transcend and BI 6.5.1 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 each promptly notify the other Party 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 infringementwriting. The Party owning patents or patent applications alleged or threatened to be infringed notice shall control set forth the joint litigation 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 dispute between the Parties action or proceeding with respect to any aspect of such infringement, provided that either (i) the litigation. With respect to Program Patent Rights covering Program Technology solely or jointly patent allegedly infringed is owned by TranscendTGC or (ii) TGC has a right to institute, Transcend shall prosecute and control the litigationsuch action or proceeding. If the Parties do patent infringed is not agree on whether owned by TGC and TGC does not have a right to institute, prosecute and control such action or how proceeding, TGC shall use Reasonable Commercial Efforts to proceed cause the owner of such patent (the "Patent Owner") to institute, prosecute and control, or permit TGC to control, any action or proceeding with enforcement activity within 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 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 following after the notice earlier of alleged infringement or (bi) ten (10) business days before the time limitdate of the Parties' determination that such infringement, in the Parties' reasonable judgment, if anycontinued, set forth in would affect materially the appropriate laws marketing and regulations for commercialization of Licensed Product by Medeva, or, (ii) the filing date of such actions, whichever comes first, then either Party may act in its own 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 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 furnishing of a power of attorney. Neither Party Patent Owner shall have the right to settle join as a party (or parties) and be represented in any patent infringement litigation such action by counsel of their own choice at their own expense. Notwithstanding the above, in the event that it is not possible under this Section relevant local laws for Medeva to bring and control such an action or proceeding, TGC, to the extent that TGC is able to do so, shall bring, or shall cause the Patent Owner to bring, such an action and Medeva shall control such action, at Medeva's expense. In any such case, TGC agrees to be joined as a party plaintiff if necessary for Medeva to prosecute the action and to give 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 the Patent Owner if not TGC, shall retain all other rights with respect to enforcement of patents which could give rise to an Infringement in a manner that diminishes the rights Field. Any damages or interests other monetary awards recovered in an action or proceeding against an infringer of the other Party without Patent Rights based on an Infringement in the express written consent Field shall be applied first to the reimbursement of such other Party. The costs Medeva and TGC, and the Patent Owner if not TGC, of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, 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 be borne by BI and Transcend divided (i) equally between the parties in the same ratio as suit if TGC, or the Patent Owner if not TGC, is controlling the litigation provided Medeva did not have the right to control the litigation, or (ii) in the ratio of [ * ] to Medeva and [ * ] to TGC and the profits received by BI in connection with sales of Patent Owner if Medeva is controlling the Licensed Products in such country to litigation or TGC is controlling 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, Transcendlitigation at Medeva's share, if any, of the Net Contribution. For purposes hereof, only out-of-pocket costs shall be accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedrequest.

Enforcement of Patent Rights. Transcend 5.1. Subject to the terms and BI shall each promptly notify conditions of this Agreement, APAC will use its good faith efforts to pursue licensing and enforcement of the other 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 discretion, license the Patents to companies that may have an interest in writing 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 alleged or threatened infringement of patents or patent applications included the Patents if APAC determines, in the Transcend Patent Rights or the Program Patent Rights of which they become aware. Transcend its reasonable and BI shall then confer and may agree jointly to prosecute sole discretion, that any such infringementpursuit would be commercially unreasonable or otherwise unlawful or illegal. 5.2. The Party owning patents APAC may, in its sole judgment, decide to institute enforcement actions against certain or patent applications alleged or threatened all of the companies that APAC believes are infringing the Patents. APAC shall have the exclusive right to be infringed bring suit to enforce the Patents. Licensor shall control the joint litigation join as a plaintiff at APAC’s request in the event of any dispute between APAC’s counsel determines that Licensor or Verso is a necessary party to the Parties with respect to any aspect of the litigationaction. With respect to Program Patent Rights covering Program Technology solely or jointly owned by Transcend, 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 event that Licensor or Verso joins in any suit, either before or after it is initiated, Licensor and regulations for the filing of such actions, whichever comes first, then either Party may act in its own 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 Verso shall have the right to settle 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 fees and costs incurred by its own counsel. In the event Licensor or Verso joins as a plaintiff at APAC’s request, or Licensor or Verso 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 such action, except that, as provided above. Licensor and shall be responsible for their own counsel’s fees and costs if it elects to retain separate counsel. Notwithstanding any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Products in such country to the royalties paid to Transcend in connection with the sale of the Licensed Products in such country added toforegoing, in the case 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 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 United Statessole right to select counsel, Transcend's share, if any, of the Net Contribution. For purposes hereof, only out-of-pocket costs shall be accounted for and reimbursed under this Section, without any allocation for internal resources devoted to direct the litigation. Except as otherwise agreed , and to by negotiate and determine the Parties as part terms of a cost sharing arrangement, any recovery realized as a result settlement or other disposition of such joint action. The parties agree to fully cooperate with each other in any litigation shall be shared in the same manner as costs have been allocatedthat is brought.

Enforcement of Patent Rights. Transcend and BI (a) If a Third Party is apparently infringing a Program Patent or a Patent within the Aradigm Technology or the CyDex Technology, the Party first obtaining knowledge of such infringement shall each promptly notify immediately provide the other Party notice of such infringement and the related facts in writing of any alleged or threatened infringement of patents or patent applications included in reasonable detail. (b) Aradigm shall have 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 exclusive right with respect to enforcing any aspect of Patent within the litigation. With Aradigm Technology, and with respect to Program settling any action brought relating to such infringement, Aradigm may grant a license to such Patent Rights covering Program Technology solely or jointly owned by Transcendin conjunction with such settlement, Transcend shall control subject to the litigationlicenses granted to CyDex hereunder. If the Parties do not agree on whether or how to proceed with enforcement activity within All costs, liabilities and proceeds (a) ninety (90) days following the notice of alleged infringement or (b) ten (10) business days before the time limiteach, 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 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 a Program Patent, the other Party agrees to be joined as a Party plaintiff and to give the first Party reasonable assistance and authority to control, file 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 voluntary final disposition of such action or proceeding may be entered into without the joint written consent of Aradigm and CyDex. (e) For clarity, the Parties agree that the rights of each Party, as set forth above, to assert claims of infringement with respect to Patents in the appropriate laws and regulations for the filing of such actionsAradigm Technology or CyDex Technology, whichever comes first, then either Party may act in its own name to commence litigation and/or with respect to the alleged or threatened infringement. In Program Patents, may be superseded by the event a Party brings an infringement action, the other Party shall cooperate fully, including, if required to bring such action, the furnishing terms of a power of attorney. Neither Party shall have the right to settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedPartnering Agreement.

Enforcement of Patent Rights. Transcend The party owning any Patent Rights, and BI shall each promptly notify the other in writing of any alleged or threatened infringement of patents or patent applications included Biosite in the Transcend case of 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 Transcendclaiming a Joint Invention, 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 limitat its sole expense, 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 own 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 such Patent Rights or otherwise abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce such 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 such Patent Rights, and shall consider, in good faith, the interests of the other party in so doing. If Biosite does not, within one hundred twenty (120) days of receipt of notice from Merck, abatx xxx infringement or file suit to enforce Patent Rights claiming a Joint Invention against at least one infringing party, Merck shall have the right to take whatever action it deems appropriate to enforce such Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of Merck's intent to file such suit, 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 any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the Patent Rights shall be shared, after reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, by Biosite and Merck as follows: (a) two thirds (2/3) shall be borne retained by BI the party that has the right under the Supply and Transcend Distribution Agreement to distribute the Product in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation 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, Biosite and Merck each shall fully cooperate with the other party in the same manner as costs have been allocatedplanning and execution of any action to enforce the Patent Rights.

Enforcement of Patent Rights. Transcend and BI shall each promptly notify the other in writing If IRIS or PSI has actual notice of infringement by any Person of any alleged or threatened infringement of patents patent or patent applications included in application relating to the Transcend Patent Rights IRIS Technology or the Program Patent Rights PSI Technology, the respective officers of which they become awareIRIS and PSI shall confer to determine in good faith an appropriate course of action to enforce such patent rights or otherwise xxxxx the infringement thereof. 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 If IRIS determines that enforcement of the litigation. With respect patent rights is appropriate, IRIS shall have the right, but not the obligation, at its own expense, to Program Patent Rights covering Program Technology solely or jointly owned by Transcendtake appropriate action to enforce such patent rights; PROVIDED, 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 limitHOWEVER, that, if anyIRIS elects to enforce such patent rights, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then either Party may act in its own 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 PSI shall have the right to settle any patent infringement litigation under this Section in participate by agreeing to bear a manner that diminishes the rights or interests percentage of the other Party without the express written consent costs of such other Partyenforcement in such amount as the parties shall reasonably determine. The costs of All amounts recovered in any joint litigation regarding infringement of a Transcend Patent Right action to enforce patent rights undertaken by IRIS and PSI, whether by judgment or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expensessettlement, shall be retained by IRIS and PSI pro rata according to the respective percentages of expenses borne by BI them in enforcing such patent rights. If, within six (6) months after notice of infringement of the IRIS Technology or the PSI Technology, IRIS has not commenced action to enforce such patent rights or thereafter ceases to diligently pursue such action, PSI shall have the right, at its expense, to 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 Transcend PSI shall fully cooperate with each other in the same ratio as planning and execution of any action to enforce patent rights relating to the ratio 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 relating to the IRIS Technology or the PSI Technology without the consent of the profits received by BI in connection with sales of the Licensed Products in such country to the royalties paid to Transcend in connection with the sale of the Licensed Products in such country added toother, in the case of the United States, Transcend's share, if any, of the Net Contribution. For purposes hereof, only out-of-pocket costs which consent shall not be accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedunreasonably withheld.

Enforcement of Patent Rights. Transcend and BI Each party shall each promptly notify the other in writing party of any alleged or threatened infringement known to such party of patents or patent applications included in the Transcend any Assigned Patent Rights, Designated Product Patent Rights, Medishperes™ Assigned Patent Rights or the Program Bioavailability Assigned 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, 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 own name to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings an infringement action, provide 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 settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Products in such country to the royalties paid to Transcend in connection party with the sale of the Licensed Products in such country added to, in the case of the United States, Transcend's shareavailable evidence, if any, of such infringement. 5.2.1 Subject to the Net Contributionprovisions of Sections 5.2.2 and 5.2.3 below, Inhale shall have the right, at its sole cost and in its sole discretion, to determine the appropriate course of action to enforce the [CONFIDENTIAL TREATMENT REQUESTED] or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the [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 [CONFIDENTIAL TREATMENT REQUESTED], and shall consider, in good faith, the interests of 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. For purposes hereofInhale shall have the right in its sole discretion and at its cost, only out-of-pocket costs shall be accounted for and reimbursed to jointly 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 Sectionsection 5.2.2. Alliance may exercise its rights under this Section 5.2.2 only on a patent by patent basis (and not claim by claim); Alliance shall not settle 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 Bioavailability Assigned Patent Rights without the prior written consent of Inhale. All monies recovered upon final judgment or settlement of any allocation for internal resources devoted such suit to enforce the litigation. Except Assigned Patent Rights, Designated Product Patent Rights, Medishperes™ Assigned Patent Rights or Bioavailability Assigned Patent Rights as otherwise agreed 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 parties in proportion to their respective damages incurred by the Parties as part of a cost sharing arrangement, any recovery realized as a result reason of such joint litigation shall be shared infringement, as determined in the same manner such suit, or as costs have been allocatedagreed upon in such settlement.

Enforcement of Patent Rights. Transcend 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 TranscendLicensee, 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 limitat its sole expense, 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 own 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, 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 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 any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the intellectual property rights within the Licensed Technology shall be shared, after reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be by Licensor and Licensee PRO RATA according to the respective percentages of costs borne by BI each in such suit. Notwithstanding the foregoing, Licensor and Transcend Licensee shall fully cooperate with each other in the same ratio as planning and execution of any action to enforce the ratio of the profits received by BI in connection with sales of intellectual property rights within the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedTechnology.

Enforcement of Patent Rights. Transcend and BI Company, at its sole expense, shall each promptly notify have the other in writing first right to determine the appropriate course of any alleged or threatened infringement of patents or patent applications included in the Transcend action to enforce Licensed Patent Rights or otherwise xxxxx the Program infringement thereof, to take appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of which they become aware. Transcend and BI shall then confer and may agree jointly to prosecute any such infringement. The Party owning patents litigation, declaratory judgments or patent applications alleged or threatened to be infringed shall control the joint litigation in the event of any dispute between the Parties other enforcement action with respect to any aspect of the litigation. With respect to Program Licensed Patent Rights covering Program Technology solely or jointly owned by TranscendRights, 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 each case in its Company’s own 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, includingand, if required to bring such actionby law, in the name of Licensor and shall consider, in good faith, the furnishing interests of a power Licensor in so doing. If Company does not, within [*] ([*]) days of attorney. Neither Party receipt of notice from Licensor, xxxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party in the Territory, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within [*] ([*]) days after receipt of notice of Licensor’s intent to file such suit, Company shall have the right to jointly prosecute such suit and to fund up to [*] ([*]) the costs of such suit. The party controlling any such enforcement action shall not settle any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs 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 joint litigation regarding infringement such suit to enforce the Licensed Patent Rights shall be first used for reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, and all remaining moneys shall be borne 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 BI and Transcend Company in accordance with Section 4.1.2 above (i.e., Company shall not reduce the same ratio as the ratio amount of the profits received by BI in connection with sales of the Licensed Products in such country to the royalties paid to Transcend 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 in connection accordance 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocated.

Enforcement of Patent Rights. Transcend and BI (a) Each Party shall each promptly notify the other in writing Party of any alleged or threatened substantial infringement of patents or patent applications included in the Transcend Territory known to such Party of any Licensed Patent Rights or and shall provide 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 other Party owning patents or patent applications alleged or threatened to be infringed shall control with 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, 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 limitavailable evidence, if any, set forth in the appropriate laws and regulations for the filing of such actionsinfringement. For any Competitive Infringement with respect to the Licensed Patent Rights that is not specifically related to a particular Licensed Product (i.e., whichever comes firstwhere the Licensed Patent Rights being infringed cover gene therapy products generally), then either Party may act Licensor, at its sole expense, shall have the first right to enforce such Licensed Patent Rights and to control such litigation, in each case in its own name to commence litigation with respect to and, if necessary or prudent for standing purposes, in the alleged or threatened infringement. In the event a Party brings an infringement actionname of Company and shall consider, in good faith, the interests of Company in so doing. To the extent that such Licensed Patent Rights are not licensed to any other Party party in any field outside of the Field (it being understood that the grant of any such license shall cooperate fully, includingnot affect any suit brought by Company prior to such grant), if required Licensor does not, within [*] days of receipt of notice from Company, xxxxx the infringement or file suit to bring enforce such actionLicensed Patent Rights against at least one infringing party in the Territory, the furnishing of a power of attorney. Neither Party Company shall have the right to take any action reasonably appropriate to enforce such 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 Product, [*]. If [*] does not, within [*] days of receipt of notice from [*] xxxxx the infringement or file suit to enforce the Licensed Patent Rights with respect to a Licensed Product against at least one infringing party in the Territory, [*] shall have the right to take any action reasonably appropriate to enforce such 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 a particular Licensed Product [*]. (d) The Party controlling any enforcement action under Section 9.3.3(a) or 9.3.3(b) shall not settle any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other non-controlling Party without the express prior written consent of such the other Party, not to be unreasonably withheld. The costs of any joint litigation regarding infringement of a Transcend Patent Right Any recovery or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits settlement received by BI in connection with sales any suit will first be shared by Licensor and 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 Licensed Products in 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 country to recovery or settlement. For any portion of the royalties recovery or settlement paid to Transcend in connection 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 sale other in litigation proceedings instituted hereunder but at the expense of the Licensed Products in Party who initiated the suit (unless 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to suit is being jointly prosecuted by the Parties as part 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 Licensed Patent Rights or Licensed Products, Company will pay Licensor’s documented out of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedpocket expenses with respect to same.

Enforcement of Patent Rights. Transcend 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 With respect to any aspect of the litigation. With respect to Program Patent Rights covering Program Technology solely or jointly owned by Transcend, 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 actionsField, whichever comes firstLicensee, then either Party may act in at its own name to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings an infringement actionsole expense, 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 the Scripps Patent Rights or otherwise abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Scripps 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 Scripps Patent Rights, and shall consider, in good faith, the interests of Scripps in so doing. If Licensee does not, within one hundred twenty (120) days of receipt of notice from Scripps, abatx xxx infringement or file suit to enforce the Scripps Patent Rights against at least one infringing party in the Field, Scripps shall have the right to take whatever action it deems appropriate to enforce the Scripps Patent Rights in the Field; provided, however, that, within thirty (30) days after receipt of notice of 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 any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the Scripps Patent Rights in the Field shall be shared, after reimbursement of expenses, by Scripps and Licensee with Scripps receiving the higher of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be pro rata share based on the respective percentages of costs borne by BI each in such suit or four percent (4%) of said recovered monies. Notwithstanding the foregoing, Scripps and Transcend Licensee shall fully cooperate with each other in the same ratio as planning and execution of any action to enforce the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedScripps Patent Rights.

Enforcement of Patent Rights. Transcend and BI (a) Each Party shall each promptly notify the other in writing Party of any alleged or threatened substantial infringement of patents or patent applications included in the Transcend Territory known to such Party of any Licensed Patent Rights or and shall provide 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 other Party owning patents or patent applications alleged or threatened to be infringed shall control with 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, 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 limitavailable evidence, if any, set forth in the appropriate laws and regulations for the filing of such actionsinfringement. For any Competitive Infringement with respect to the Licensed Patent Rights that is not specifically related to a particular Licensed Product (i.e., whichever comes firstwhere the Licensed Patent Rights being infringed cover gene therapy products generally), then either Party may act Licensor, at its sole expense, shall have the first right to enforce such Licensed Patent Rights and to control such litigation, in each case in its own name to commence litigation with respect to and, if necessary or prudent for standing purposes, in the alleged or threatened infringement. In the event a Party brings an infringement actionname of Company and shall consider, in good faith, the interests of Company in so doing. To the extent that such Licensed Patent Rights are not licensed to any other Party party in any field outside of the Field (it being understood that the grant of any such license shall cooperate fully, includingnot affect any suit brought by Company prior to such grant), if required Licensor does not, within [*] days of receipt of notice from Company, xxxxx the infringement or file suit to bring enforce such actionLicensed Patent Rights against at least one infringing party in the Territory, the furnishing of a power of attorney. Neither Party Company shall have the right to take any action reasonably appropriate to enforce such 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 Product, [*]. If [*] does not, within [*] days of receipt of notice from [*] xxxxx the infringement or file suit to enforce the Licensed Patent Rights with respect to a Licensed Product against at least one infringing party in the Territory, [*] shall have the right to take any action reasonably appropriate to enforce such 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 a particular Licensed Product [*]. (d) The Party controlling any enforcement action under Section 9.3.3(a) or 9.3.3(b) shall not settle any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other non-controlling Party without the express prior written consent of such the other Party, not to be unreasonably withheld. The costs of any joint litigation regarding infringement of a Transcend Patent Right Any recovery or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits settlement received by BI in connection with sales any suit will first be shared by Licensor and 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 Licensed Products in 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 country to recovery or settlement. For any portion of the royalties recovery or settlement paid to Transcend in connection 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 sale other in litigation proceedings instituted hereunder but at the expense of the Licensed Products in Party who initiated the suit (unless 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to suit is being jointly prosecuted by the Parties as part 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 Licensed Patent Rights or Licensed Products, Company will pay Licensor’s documented out of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedpocket expenses with respect to same.

Enforcement of Patent Rights. Transcend 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 TranscendInnovive, 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 limitat [*] expense, 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 own name to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings an infringement action, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither Party shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights or otherwise axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Licensed Patent Rights, in each case in Innovive’s own name and, if required by [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. law, in the name of TMRC and shall consider, in good faith, the interests of TMRC in so doing. If Innovive does not, within one hundred twenty (120) days of receipt of notice from TMRC, axxxx the infringement or file suit to enforce the Licensed Patent Rights against at least one infringing party in the Territory, TMRC shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, however, that, within thirty (30) days after receipt of notice of TMRC’s intent to file such suit, Innovive shall have the right to jointly prosecute such suit and to fund up to [*] the costs of such suit. The party controlling any such enforcement action shall not settle any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the Licensed Patent Rights shall be shared, after reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Products in such country relation 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to damages suffered by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedeach party.

Enforcement of Patent Rights. Transcend 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, 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 own 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 Licensee [***] shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights, Joint Patents and [***] in the 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 Territory, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent 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, 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 name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. Licensee shall not settle any patent infringement litigation under this Section the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party Licensor without the express prior written consent of such other Partythe Licensor, provided that Licensee may [***]. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement of a Transcend such suit to enforce the Licensed Patent Right Rights, Joint Patents or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend [***] in the same ratio as Territory shall [***]. If Licensee does not receive sufficient monies from a final judgment or settlement to cover its expenses for such suit, Licensee shall have the ratio right to [***]. (b) Licensor [***] shall have the right to determine the appropriate course of action to enforce Licensed Patent Rights, Joint Patents and [***] in the profits received by BI 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 connection with sales of the SK Territory, to defend any declaratory judgments seeking to invalidate or hold the Licensed Products Patent 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 country litigation, declaratory judgments or other enforcement action with respect to the royalties paid Licensed Patent Rights, Joint Patents, or [***], in each case in Licensor's own name and, if necessary for standing purposes with regard to Transcend in connection with the sale of the Licensed Products in such country added toJoint Patents, in the case 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 United StatesLicensee, Transcend's share, if any, of the Net Contribution. For purposes hereof, only out-of-pocket costs shall be accounted for and reimbursed under provided that Licensor may settle any such claim by granting a sublicense in accordance with this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocatedAgreement.

Enforcement of Patent Rights. Transcend 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 TranscendTracon, 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 limitat its sole expense, 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 own 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 settle determine the appropriate course of action to enforce Cell-Matrix Patent Rights or otherwise axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Cell-Matrix Patent Rights, to defend any patent declaratory judgments seeking to invalidate or hold the Cell-Matrix Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Cell-Matrix Patent Rights, in each case in Tracon’s own name and, if necessary for standing purposes, in the name of Cell-Matrix and shall consider, in good faith, the interests of Cell-Matrix in so doing. If Tracon does not, within [***] of receipt of notice from Cell-Matrix, axxxx the infringement litigation under or file suit to enforce the Cell-Matrix Patent *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Rights against an infringing party in a particular country in the Territory, Cell-Matrix shall have the right to take whatever action it deems appropriate to enforce the Cell-Matrix Patent Rights; provided, however, that, within [***] after receipt of notice of Cell-Matrix’s intent to file such suit, Tracon shall have the right to jointly prosecute such suit and to fund up to [***] the costs of such suit. Notwithstanding anything to the contrary herein, the party controlling any action covered by this Section 10.3 shall not settle the action or otherwise consent to an adverse judgment in a manner such action that diminishes the rights or interests of the other Party non-controlling party or would impose any financial obligation on such non-controlling party without the express prior written consent of such the other Partyparty. The costs All monies recovered upon the final judgment or settlement of any joint litigation regarding infringement such suit to enforce the Cell-Matrix Patent Rights shall be [***], after reimbursement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed 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 accounted for and reimbursed under this Section, without any allocation for internal resources devoted to the litigation. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such joint litigation shall be shared in the same manner as costs have been allocated[***].