Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.10; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate.

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to (a) Each Party shall have the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringementsole right, but neither party shall be obligated not the obligation, to institute legal institute, prosecute or control any action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue or proceeding with respect to infringement by a potential Third Party of one or more issued Patents covering such Party's Pre-existing Inventions or those Improvement Inventions solely owned by such Party pursuant to Section 9.1(c). Each Party shall have the sole right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to infringement by a Third Party of one or more issued Patents covering such Party's Pre-existing Inventions or those Improvement Inventions solely owned by such Party pursuant to Section 9.1(c). (ib) Licensor Except as provided in Section 9.4(d), if any issued Patent covering a Sole Invention of Exelixis is infringed by Third Party activity, and if (1) such infringement will, or can reasonably be expected to, result in loss of sales of an existing Licensed Product, or (2) is a Patent as to which BMS is controlling the maintenance thereof under Section 9.3, then BMS shall have the first right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement by counsel of its own choice, and Exelixis shall have the right to participate in such action and to be represented by counsel of its own choice. If BMS fails to bring an action or proceeding within ninety (90) days after having received written notice of such infringement from Exelixis, then Exelixis shall have the right, but not the obligation, to institute legal action, through bring and control any such action by counsel of its own choosing choice, and at BMS shall have the right to participate in such action and to be represented by counsel of its sole expenseown choice. (c) Except as provided in Section 9.4(d), if either Party becomes aware of any Third Party activity that infringes an issued Patent covering a Joint Invention, then that Party shall give prompt written notice to the other Party within thirty (30) days after knowledge of such infringement comes to the attention of, in the case of BMS, its in-house patent counsel and, in the case of Exelixis, its senior management. If BMS is then controlling the maintenance of such Patent, BMS shall have the first right, but not the obligation, to restrain institute, prosecute or control any action or proceeding with respect to such infringement or threatened infringement, or to recover damages therefor, by counsel of its enforceable Patent Rightsown choice, and Exelixis shall have the right to participate in such action and to be represented by counsel of its own choice. If BMS fails to bring an action or proceeding within a period of ninety (ii90) Licensee days after receipt of such notice, then Exelixis shall have the right, but not the obligation, to institute legal action, through bring and control any such action by counsel of its own choosing choice, and at its sole expenseBMS shall have the right to participate [ * ] = Certain confidential information contained in this document, to restrain any infringement or threatened infringementmarked by brackets, or to recover damages therefor, of its enforceable Patent Rights in has been omitted and filed separately with the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action Securities and Exchange Commission pursuant to this Section 2.10; providedRule 406 of the Securities Act of 1933, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriateamended.

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time 13.5.1 MTI and Sankyo shall promptly notify the other in writing of any infringement alleged or threatened infringement by of Patent Rights in the Field of which they become aware. The Parties shall then confer and may agree jointly to prosecute any other person infringement described in this Section 13.5. The party owning the Patent alleged or threatened to be infringed shall control the joint litigation in the event of any enforceable Patent Rights owned by or licensed dispute between the parties with respect to any aspect of the other party after the Effective Datelitigation. With respect to Joint Inventions, that party MTI shall give notice of that infringement or threatened infringement to the other partycontrol such joint litigation. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party*** Confidential Treatment Requested. 2.10.2 In the event that 13.5.2 If the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as agree on whether or how to proceed with enforcement activity within (i) ninety (90) days following the best course notice of action alleged infringement or (ii) ten (10) 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 pursue commence litigation with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement alleged or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee . The non-controlling party shall have reasonably cooperate with the right, but not the obligation, to institute legal party bringing such enforcement action, through counsel at the sole expense of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from bringing such legal enforcement action. 2.10.3 13.5.3 In the event that one a party elects to institute legal action against a third party infringerbrings an infringement action, the other party shall fully cooperate reasonably cooperate, 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 13.5 in a manner that diminishes the prosecution rights or interests of the other party without the express written consent of such action including joining as a party in suit when necessary to acquire standing to institute legal action other party. 13.5.4 The costs of any joint litigation commenced pursuant to this Section 2.10; provided13.5.1, howeverincluding attorneys' fees and expenses, that such other party shall be reimbursed for all reasonable borne [***]. Only out-of-pocket expenses incurred in providing such cooperation costs shall be accounted for and reimbursed under this Section 13.5.4, without an allocation for internal resources devoted to the litigation. The costs of any sole litigation commenced pursuant to Section 13.5.2, including its reasonable legal attorneys' fees and expenses, shall be borne solely by the party bringing such infringement action. 13.5.5 Except as otherwise agreed to by the parties as part of a cost sharing arrangement, any recovery realized as a result of any joint litigation commenced pursuant to Section 13.5.1 shall be [***]. The electing party Any recovery realized as a result of any sole litigation commenced pursuant to Section 13.5.2 shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriatebe [***].

Enforcement of Patent Rights. 2.10.1 If either 8.3.1 Each party hereto learns at any time shall use good faith and commercially reasonable efforts (i) to enforce its own Proprietary Rights against infringers, and (ii) to consult with the other party both prior to and during said enforcement. Upon learning of any significant and continuing infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed such rights belonging to the other party after by a third party in a manner that may have a bearing on the Effective Datecollaboration hereunder, that HPI or RiboGene, as the case may be, promptly shall provide notice to the other party in writing of the fact and shall give supply the other party with all evidence possessed by the notifying party pertaining to and establishing said infringement(s). Whenever rights to Products hereunder are affected which are not covered under joint patent applications, the party whose Proprietary Rights are allegedly being infringed shall have six (6) months from the date of receipt of notice under this Section 8.3 to abatx xxx infringement, or to file suit against at least one of that infringement or threatened infringement to the infringers, at its sole expense, following consultation with the other party. The parties party whose Proprietary Rights are allegedly being infringed shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall not be obligated to institute legal action bring or maintain more than one such suit at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue any time with respect to claims directed to any one method of manufacture or composition of matter. 8.3.2 If a potential infringement (i) Licensor joint patent application or a patent based thereon allegedly is being infringed, HPI and RiboGene shall have the right, but not the obligation, cooperate in seeking to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any abatx xxx infringement or threatened infringementin bringing suit against the alleged infringing party. Unless the parties mutually agree otherwise, expenses shall be apportioned based on each party's Interest in the Product in connection with which the patent infringement is alleged. All monies recovered upon final judgment or settlement of any such suit shall be shared by HPA and RiboGene pro rata based on each party's percentage of monetary contributions to recover damages therefor, prosecution of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not abatement of the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringementthe suit against the infringing party. Thus, or if a party fails to recover damages thereforpay its prescribed share of the expenses, that party's share of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer settlement shall be entitled to any damagesreduced accordingly. Notwithstanding the foregoing, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party HPI and RiboGene shall fully cooperate with each other in the prosecution planning and execution of such any action including joining as to enforce the Proprietary Rights affected hereunder. A party holding more than a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.10; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate.fifty percent

Enforcement of Patent Rights. 2.10.1 If (a) In the event that either party hereto learns at any time Alpharma or Durect becomes aware of any infringement Competitive Product that is or threatened is intended to be made, used, or sold in the Territory by a Third Party that it believes to infringe Product Patent Rights, [**], such Party will promptly notify the other Party of all the relevant facts and circumstances known by it in connection with the infringement. Alpharma 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 9.4 by either or both Parties, to terminate any such infringement. CONFIDENTIAL (b) As between Durect and Alpharma, Alpharma shall have the first right, but not the duty, upon written notice to Durect to initiate, prosecute and control the enforcement of any of the Product Patent Rights against infringement by any other person a Third Party in the Territory through the marketing or sale of any enforceable a Competitive Product. If Alpharma does not institute a proceeding against such Third Party alleging infringement of a Product Patent Rights owned by or licensed to the other party after the Effective Date, that party shall give notice Right within [**] of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such a Party’s first notice to the other party shall not be deemed a breach Party of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor such Third Party infringement, then Durect shall have the right, but not the obligationduty, to institute legal actionsuch an action against such Third Party for infringement of such Product Patent Right. (c) As between Durect and Alpharma, Durect shall have the first right, but not the duty, upon written notice to Alpharma to initiate, prosecute and control the enforcement of any of the [**] against infringement by a Third Party in the Territory through counsel the marketing or sale of its own choosing and at its sole expense, a Competitive Product. If Durect does not institute a proceeding against such Third Party alleging infringement of the [**] within [**] of a Party’s first notice to restrain any infringement or threatened the other Party of such Third Party infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee then Alpharma shall have the right, but not the obligationduty, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal such an action against a third party infringer shall be entitled to such Third Party for infringement of any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In of the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.10[**]; provided, however, that Alpharma’s right to undertake any such other party action alleging infringement of the [**] shall be reimbursed subject to the prior written consent of Durect, not to be unreasonably withheld and also the applicable terms of any agreements relating to the [**] entered into by Durect prior to the Effective Date, and with respect any actions alleging infringement of the [**], subject to the applicable terms of the [**] Agreement. (d) The Costs of any such action under this Section 9.4 (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such Costs shall be borne by the Parties in such proportions as they may agree in writing. For any such action to terminate any such infringement, in the event that either Party is unable to initiate or prosecute such action solely in its own name or it is otherwise advisable to obtain an effective remedy, the other Party will join such action voluntarily and will execute and cause its Affiliates to execute all documents necessary for all the enforcing Party to initiate and maintain such action. Each Party shall at its own expense promptly give to the Party bringing such infringement proceedings such reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expensesassistance as the Party bringing the action may reasonably request. The electing party shall reimburse Party instituting any such action may not enter into any settlement, consent judgment or other voluntary final disposition of such action that admits the invalidity or unenforceability of any Patent licensed hereunder, subjects the other party for all such expenses within thirty Party to an injunction or requires the other Party to make any monetary payment without the prior written consent of the other Party, not to be unreasonably withheld by the other Party. 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. (30e) days after its receipt Any recovery obtained as a result of an invoice from infringement action brought under this Section 9.4, whether by judgment, award, decree or settlement, will first be applied to reimbursement of each Party’s Costs in bringing such suit or proceeding, and any remaining balance will be distributed as follows: (i) if Alpharma has instituted and maintained such action alone, Alpharma shall be entitled to retain [**] less [**], which [**] shall be paid to Durect. The [**] shall mean [**] in the other party that describes Annual Net Sales Period in which such expenses remaining funds are received on such remaining funds [**]; (ii) if Durect has instituted and maintained such action alone, Durect shall be entitled to retain [**] less the [**], which [**] shall be paid to Alpharma; or (iii) if the Parties have cooperated in reasonable detailinstituting and maintaining such action, with supporting documentation the Parties shall allocate such remaining funds among themselves in the same proportion as appropriatethey have agreed to bear the Costs of instituting and maintaining such action.

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time Party becomes aware of any a suspected infringement of Exelixis Patents [ * ] (collectively, “Enforceable Patents”) through the development, manufacture or threatened sale of a Product by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Sankyo shall have the first right, but shall not be obligated, to bring an infringement by any other person of any enforceable Patent Rights owned by or licensed action against such Third Party with respect to the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action Enforceable Patents at its own expense. A good faith failure expense and by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rightschoice, and shall control the progress of the litigation. If Sankyo desires to bring an infringement action against such Third Party, but is prevented by law from initiating such an action on its own, Exelixis will bring the claim on behalf of Sankyo (ii) Licensee at Sankyo’s expense), and Sankyo shall be treated as if it brought the action directly. Exelixis shall have the right, but not the obligation, right to institute legal participate in such action, through at its own expense and by counsel of its own choosing choice and Sankyo shall consider all reasonable requests and comments from Exelixis. If Sankyo fails to bring such an action or proceeding within: (i) [ * ] following the notice of alleged infringement; or (ii) [ * ] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Exelixis shall have the right to bring and control any such action, at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, own expense and by counsel of its enforceable Patent Rights own choice, and Sankyo shall have the right to be represented in the Licensed Fieldany such action, at its own expense and by counsel of its own choice. The party that bears the expenses of pursuing legal action against If a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal Party brings an infringement action pursuant to this Section 2.10; provided7.3(c), howeverthe other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 7.3(c) in a manner that diminishes the rights or interests of the other Party without the prior written consent of such other party Party. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Sankyo and Exelixis, shall be reimbursed treated as follows: (i) if Sankyo brings and controls the litigation any recovery for all reasonable out-of-pocket expenses incurred in providing [ * ], and, if Exelixis brings and controls the litigation, any recovery for [ * ]; and (ii) any other recovery realized by either Party as a result of such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriatelitigation [ * ].

Enforcement of Patent Rights. 2.10.1 2.7.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 2.7.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 2.7.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 2.7.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.102.7; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate.

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that a Party becomes aware of any infringement of patent rights for the parties do not reach an agreement as contemplated [***] any Improvements, by Section 2.10.1 hereof as to a third party, it promptly shall notify the best course of action to pursue with respect to a potential infringement (i) Licensor other Parties. QS shall have the right, but not the obligationobligation to institute, prosecute and control any action or proceeding with respect to institute legal actioninfringement of any [***], through using counsel of its own choosing and at its sole expenseQS’s choice, to restrain including any infringement or threatened declaratory judgment action arising from such infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee . JV Entity shall have the right, but not the obligationobligation to institute, prosecute and control any action or proceeding with respect to institute legal actioninfringement of any [***], through using counsel of its own choosing JV Entity’s choice, including any declaratory judgment action arising from such infringement. JV Entity and VWGoA shall use reasonable efforts to cooperate with QS, at its sole QS’s expense, in pursuing or defending any action with respect to restrain any infringement or threatened infringementthe [***], or to recover damages thereforincluding, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damageswithout limitation, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party plaintiff and executing such documents as may be reasonably necessary. QS and VWGoA shall use reasonable efforts to cooperate with JV Entity, at JV Entity’s expense, in suit when necessary pursuing or defending any action with respect to acquire standing to institute legal action pursuant to this Section 2.10; providedthe [***], howeverincluding, that without limitation, joining as a party plaintiff and executing such other party documents as may be reasonably necessary. QS shall be reimbursed solely responsible for all reasonable out-of-pocket expenses incurred in providing such cooperation defense of any challenges to the validity of or reexamination of the [***], including its reasonable legal fees inter partes review or other reexamination proceedings, including bearing the cost and expensesexpense thereof. The electing party JV Entity shall reimburse be solely responsible for defense of any challenges to the validity of or reexamination of the [***], including inter partes review or other party for all such expenses within thirty (30) days after its receipt of an invoice from reexamination proceedings, including bearing the other party that describes such expenses in reasonable detail, with supporting documentation as appropriatecost and expense thereof.

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Ligand and WYETH each shall use good faith efforts to enforce the Patent Rights owned against infringers, and to consult with the other Party both prior to and during said enforcement. Upon learning of significant and continuing infringement of such Patent Rights by a third party in the Field, Ligand or licensed WYETH, as the case may be, promptly shall provide notice to the other party after Party in writing of the Effective Date, that party fact and shall give notice of that infringement or threatened infringement to supply the other partyParty with all evidence possessed by the notifying Party pertaining to and establishing said infringement(s). The parties Ligand may elect to initiate legal action with respect to a patent owned solely by Ligand against such third party in its sole discretion, and WYETH shall then consult together as to the best course of action to pursue cooperate fully with Ligand in response to any such potential infringement, but neither party shall be obligated to institute legal action at its own out-of-pocket expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event , further provided that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor WYETH shall have the right, but not right to join as a party provided it funds up to one half (1/2) of the obligation, costs of such suit. WYETH shall have the right to institute be represented by legal action, through counsel of its own choosing and at its sole expense. If Ligand, to restrain any infringement within six (6) months of receipt of such notice or threatened infringementsuch lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than thirty percent (30%) of the sales of a competing Product embraced by a valid claim of said Ligand patent in that country, which patent is licensed to recover damages thereforWYETH hereunder, of its enforceable Patent Rightsupon written notice from WYETH, and Ligand shall promptly either: (i) initiate such action; or (ii) Licensee authorize WYETH to commence such action. WYETH may elect to initiate legal action with respect to a patent owned jointly or solely by WYETH against such third party in its sole discretion, and Ligand shall cooperate fully with WYETH in any such action at its own out-of-pocket expense, further provided that Ligand shall have the right, but not right to join as a party provided it funds up to one-half (1/2) of the obligation, costs of such suit. Ligand shall have the right to institute be represented by legal action, through counsel of its own choosing and at its sole expense. If WYETH, to restrain any infringement within six (6) months of receipt of such notice or threatened infringementsuch lesser period of time if a further delay would result in material harm, or to recover damages thereforthe loss of a material right, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing has not commenced legal action against an infringer whose infringing product has a third party infringer market share larger than thirty percent (30%) of the sales of a competing Product embraced by a valid claim of said WYETH patent in that country, upon written notice from Ligand, WYETH shall promptly either: (i) initiate such action; or (ii) authorize Ligand to commence such action. Notwithstanding anything to the contrary, any settlement of such legal action by the initiating Party shall require the consent of the non-initiating Party, which consent will not be unreasonably withheld. The Party whose Patent Rights allegedly are being infringed shall not be obligated to bring or maintain more than one such suit at any time with respect to claims directed to any one method of manufacture or composition of matter. All monies recovered upon the final judgment or settlement of any such suit shall be entitled shared, after reimbursement of expenses, by Ligand and WYETH pro rata according to any damages, lost profits or other monies recovered the respective percentages of costs borne by judgment, decree, settlement, arbitration or otherwise, resulting from each Party in such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.10; provided15.5. Notwithstanding the foregoing, howeverLigand and WYETH shall fully cooperate with each other in the planning and execution of any action to enforce such Patent Rights, that and shall join suit if required by law to do so in order to bring such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriateaction.

Enforcement of Patent Rights. 2.10.1 2.6.1 If either party hereto learns at any time during the term of this Agreement of any infringement actual or threatened infringement by any other person of any enforceable Licensed Patent Rights owned by or licensed to the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 2.6.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 2.6.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor TRW shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Licensed Patent Rights, and (ii) Licensee MILLIWAVE shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Licensed Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 2.6.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.102.6; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket packet expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate.

Enforcement of Patent Rights. 2.10.1 2.7.1 If either party hereto learns at any time of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party TRW/RF Micro Devices License Agreement November 15, 1999 after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 2.7.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 2.7.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 2.7.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to this Section 2.102.7; provided, however, that such other party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the other party for all such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriate.. TRW/RF Micro Devices License Agreement November 15, 1999

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time Each Party shall notify the other Party promptly of any infringement or threatened infringement by any other person of any enforceable Patent Rights owned by or licensed to the other party after the Effective Date, Third Party conduct that party shall give notice of that infringement or threatened infringement to the other party. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to it reasonably believes is a potential infringement (i) of Licensor Technology in the Territory. The Parties shall thereafter consult and cooperate fully to investigate and determine a course of action. Licensee shall have the first right, but not the obligation, to institute legal actionenforce Licensor Technology against potential Third Party infringement in the Territory for the Indication (and to defend any declaratory judgment action alleging the invalidity, through counsel unenforceability or non-infringement of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable such Patent Rights, and (ii) Licensee Right). Licensor shall have the first right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any enforce Licensor Technology against potential Third Party infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed FieldTerritory for any uses or indications other than the Indication. The party that bears Party initiating the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate in the prosecution of such action including joining as a party in suit when necessary to acquire standing to institute legal action pursuant to under this Section 2.109.5.2 shall have control over the handling of the litigation, including the selection of counsel and settlement; provided, however, that no Party shall settle any action with respect to Licensor Technology without the specific written consent of Licensor and no Party shall settle any action in a matter that will substantially adversely affect the rights of the other Party in the Territory (including the licenses granted herein) without the consent of such other party Party, which consent shall not be reimbursed for all reasonable out-of-pocket expenses incurred unreasonably withheld; provided further that such other Party shall have the right (except in providing the case of a conflict) to be represented in such cooperation including action by separate counsel of its reasonable legal fees and expensesown choice at its own expense. The electing party Party controlling such litigation shall reimburse keep the other party for all Party reasonably informed about the status and developments in such expenses within thirty (30) days after its receipt action, including considering, in good faith, the input of an invoice from the other Party regarding the strategy and handling of the litigation. Each Party shall cooperate fully and provide each other with information or assistance that the other Party may reasonably request in connection with any defense, enforcement, litigation or other action initiated pursuant to this Section 9.5.2, including voluntarily consenting to be named as a party that describes such expenses in reasonable detail, with supporting documentation as appropriatean action commenced or defended by the other Party.

Enforcement of Patent Rights. 2.10.1 If either party hereto (a) If, during the Term, a Party learns at any time of any infringement actual, alleged or threatened infringement by any other person a Third Party of any enforceable of the Patent Rights owned by or licensed to Rights, it shall promptly notify the other party after Party. The Parties shall consult with each other as promptly as reasonably practicable to review actions to be taken in connection with such infringement. (b) Licensee shall have the Effective Datefirst right (but not the obligation), that party shall give notice at its own expense and with legal counsel of that infringement its own choice, to commence legal action against a Third Party defendant (the “Defendant”) for any actual, alleged or threatened infringement of the Patent Rights in the Field and in the Territory (a “Patent Enforcement Action”) and to control and direct all matters in connection with the other party. The parties shall then consult together as to prosecution of the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event Patent Enforcement Action provided that the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as to the best course of action to pursue with respect to a potential infringement (i) Licensor Owner shall have the right, but not the obligationat its own expense, to institute participate in such Patent Enforcement Act. (c) Without limitation of the provisions of Section 6.2(b), with respect to each Patent Enforcement Action, Licensee shall, in its discretion, have the right: (i) to determine the jurisdiction and the court in which the Patent Enforcement Action shall be commenced and prosecuted, the remedies to be claimed against the Defendant, and the filing of an appeal from the decision of court; (ii) to settle the Patent Enforcement Action upon such terms as it may in its discretion determine; (iii) to discontinue the Patent Enforcement Action (whether in connection with a settlement of the action or otherwise), subject to the Owners’ right to assume control of the Patent Enforcement Action pursuant to 6.2(f) below; (iv) retain all proceeds resulting from discontinuance the Patent Enforcement Action; and (v) retain all damage award resulting from a decision in the Patent Enforcement Action issued by a court or other body having jurisdiction to decide the Patent Enforcement Action. (d) A Patent Enforcement Action shall be commenced and prosecuted in the name of the Owner of the Patent Rights that are cited in the Patent Enforcement Action. Licensor or Licensee agree to be joined as a party plaintiff if required by law applicable to the prosecution of an infringement action against the Defendant. (e) In connection with each Patent Enforcement Action, Licensor and Owners shall otherwise assist Licensee, at Licensee’s request, during a Patent Enforcement Action or in preparation for a Patent Enforcement Action. (f) In the event that Licensee does not commence a Patent Enforcement Action within 60 days of first becoming aware of the actual, alleged or threatened infringement of the Patent Rights or, having elected to commence a Patent Enforcement Action thereafter fails to advance such action in a reasonable manner within a reasonable time, the Owners or Licensor may choose at its own expense and with legal action, through counsel of its own choosing and at its sole expensechoice, to restrain commence legal action against a Defendant for any infringement actual, alleged or threatened infringement, or to recover damages therefor, infringement of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears Field and in the expenses Territory or to assume control of pursuing legal action against a third party infringer shall be entitled the Patent Enforcement Action and to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one party elects to institute legal action against a third party infringer, the other party shall fully cooperate control and direct all matters in connection with the prosecution of such action. (g) Without limitation of the provisions of Section 6.2(f), with respect to each action including joining as a party brought or control of which has been assumed by Licensor, Owner or Owners, Licensor, Owner or Owners shall, in suit when necessary its discretion, have the right: (i) to acquire standing to institute legal determine the jurisdiction and the court in which the action pursuant to this Section 2.10; provided, however, that such other party shall be reimbursed for commenced and prosecuted, the remedies to be claimed against the Defendant, and the filing of an appeal from the decision of court; (ii) to settle the action upon such terms as it may in its discretion determine; (iii) to discontinue the action (whether in connection with a settlement of the action or otherwise); (iv) retain all reasonable out-of-pocket expenses incurred proceeds resulting from discontinuance of the action; and (v) retain all damage award resulting from a decision in providing such cooperation including its reasonable legal fees and expenses. The electing party shall reimburse the action issued by a court or other body having jurisdiction to decide the action. (h) In any infringement suit or dispute with a Third Party, the Parties will reasonably cooperate with each other, by permitting the other party for Party access to its relevant personnel, records, papers, samples, specimens and all other relevant information, at the expense of the Party initiating such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriateaction.

Enforcement of Patent Rights. 2.10.1 If either party hereto learns at any time Mitotix and DuPont Merck shall promptly notify the other in writing of any infringement alleged or threatened infringement by of CDK Patent Rights in the CDK Field or of UBC Patent Rights in the UBC Field of which they become aware. Mitotix and DuPont Merck shall then confer and may agree jointly to prosecute any other person such infringement. Mitotix shall control the joint litigation in the event of any enforceable Patent Rights owned by or licensed dispute between the parties with respect to any aspect of the other party after the Effective Date, that party shall give notice of that infringement or threatened infringement to the other partylitigation. The parties shall then consult together as to the best course of action to pursue in response to such potential infringement, but neither party shall be obligated to institute legal action at its own expense. A good faith failure by one party to provide such notice to the other party shall not be deemed a breach of this Agreement and shall not give rise to a right of action by other party. 2.10.2 In the event that If the parties do not reach an agreement as contemplated by Section 2.10.1 hereof as agree on whether or how to proceed with enforcement activity within (i) ninety (90) days following the best course notice of action alleged infringement or (ii) 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 pursue commence litigation with respect to a potential infringement (i) Licensor shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement alleged or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights, and (ii) Licensee shall have the right, but not the obligation, to institute legal action, through counsel of its own choosing and at its sole expense, to restrain any infringement or threatened infringement, or to recover damages therefor, of its enforceable Patent Rights in the Licensed Field. The party that bears the expenses of pursuing legal action against a third party infringer shall be entitled to any damages, lost profits or other monies recovered by judgment, decree, settlement, arbitration or otherwise, resulting from such legal action. 2.10.3 In the event that one a party elects to institute legal action against a third party infringerbrings an infringement action, the other party shall fully 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 prosecution rights or interests of the other party without the express written consent of such action including joining as a party in suit when necessary to acquire standing to institute legal action other party. The costs of any joint litigation commenced pursuant to this Section 2.10; providedSection, howeverincluding attorneys’ fees and expenses, that such other party shall be reimbursed borne equally by the parties (unless they agree to a different cost sharing arrangement in any particular matter), with such costs to be accounted for all reasonable by equalizing payments to be made on a quarterly basis. Only out-of-pocket expenses incurred in providing 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 cooperation including its reasonable legal fees and expenses. The electing party joint litigation shall reimburse be shared equally by the other party for all parties (unless they agree beforehand to a different sharing of such expenses within thirty (30) days after its receipt of an invoice from the other party that describes such expenses in reasonable detail, with supporting documentation as appropriaterecovery).