Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to 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 Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.

Enforcement of Patent Rights. Each party promptly (a) If either Party becomes aware of any Third Party activity in the Territory that infringes an issued Patent in the Corixa Intellectual Property Rights or an issued Patent claiming a Product Invention, then that Party shall notify give prompt written notice to the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, Party within thirty (30) days after having knowledge of such infringement. AllosCorixa shall have the primary right, at but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement by counsel of its sole expenseown choice. (b) If Corixa enforces a Patent that is part of the Corixa Intellectual Property Rights or covers a Product Invention made by Amersham, then (i) Amersham shall have the right (at its own expense) to participate in such action and to be represented by counsel of its own choice, and (ii) Amersham shall, at the request and expense of Corixa, be joined as a party to the suit. Any damages or monetary award recovered shall be applied to reimburse the reasonable costs and expenses of the Parties in connection with such litigation and the balance shall be divided between Corixa and Amersham in accordance with the percentage to which each such entity funded the suit. (c) If Corixa fails to bring an action or proceeding to enforce a Patent that is part of the Corixa Intellectual Property Rights or covers a Product Invention made by Amersham within a period of sixty (60) days after such notice, then Amersham shall have the right, but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to bring and control any litigation or other enforcement such action and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Corixa shall have the right to take whatever participate in such action it deems appropriate and to enforce the Licensed Patent Rightsbe represented, including bringing and controlling at its own expense a legal action in whichexpense, if legally necessary, Allos may by counsel of its own choice. Any damages or monetary award recovered shall be a named plaintiff. The party controlling any such enforcement action shall not settle applied to reimburse the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent reasonable costs and expenses of the non-controlling party which consent Parties in connection with such litigation and the balance shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate divided between Corixa and Amersham in accordance with the other party in percentage to which each such entity funded the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationsuit.

Enforcement of Patent Rights. Each If either Allergan or Ista has knowledge of any infringement or likely infringement of a Licensed Patent or unauthorized use of Licensed Know-How, then the party having such knowledge shall promptly shall notify inform the other party of any infringement known to it of in writing, and the Licensed Patent Rights and parties shall provide promptly consult with one another regarding the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce be taken. Unless the Licensed Patent Rights or parties otherwise xxxxx the infringement thereofmutually agree, 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 Ista shall prosecute such litigation or other enforcement action with respect to the Licensed Patent Rightssuit, and Allergan shall consider, cooperate with Ista in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial prosecution thereof and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Ista shall have the right to take whatever action it deems appropriate to enforce determine the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in whichstrategy of the prosecution of such suit. Notwithstanding the foregoing, if legally necessaryAllergan is participating in the prosecution, Allos may Allergan shall be a named plaintiffentitled to have input in the strategy of prosecution. The party controlling any such enforcement action Ista shall not settle have the action or otherwise consent right to a judgment in such action that results in any grant determine the counsel to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling parties in connection with such action or claim, which counsel shall be reasonably satisfactory to Allergan. Ista may seek the enforcementassistance and participation of Allergan in the action or claim. If Ista prosecutes such claim without the participation of Allergan, the costs and expenses incurred in connection with such action or claim shall be borne by Ista. However, if Allergan participates in the action or claim, the costs and expenses incurred in connection with such action or claim shall be shared equally by Ista and Allergan. If Allergan does not participate in the prosecution of the action or claim, or unless otherwise provided in this Section 10.3, any offer of settlement and any settlement shall be in Ista's discretion, provided that any offer of settlement or settlement does not conflict with licenses granted under Section 4. If Allergan participates in the prosecution of the action or claim, then any offer of settlement and any settlement shall be subject to the prior approval of both Allergan and Ista. Each party shall reasonably cooperate with the other party agrees not to unreasonably withhold its approval of any such settlement. If Allergan does not participate in the planning prosecution of the action or claim, any recovery of damages or other payments received in connection with such action or claim shall be realized by Ista. If Allergan participates in the prosecution any recovery of damages or other payments received in connection with such shall be allocated between and execution disbursed to Allergan and Ista as follows: (i) first, to reimburse Allergan and Ista for their respective costs and expenses incurred in connection with such action, and (ii) the balance of any action recovery or other payments to enforce be divided fifty percent (50%) to Allergan and fifty percent (50%) to Ista. In the Licensed Patent Rights; provided, howeverevent that the recovery of damages is not sufficient to cover costs and expenses incurred by the parties in connection with such action, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationon a pro rata basis according to each party's percentage of the total costs and expenses incurred by the parties together.

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of Licensed Compound Patent Rights or Joint Patent Rights through the development, manufacture or sale of an Agreement Product by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, Wyeth shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Exelixis shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If Wyeth fails to bring such an action in whichor proceeding prior to the earlier of (a) [ * ] following Wyeth’s receipt of notice of alleged infringement or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions (the “Filing Deadline”), provided that Wyeth has received notice of the alleged infringement at least [ * ] prior to the Filing Deadline, Exelixis shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. own choice, and Wyeth shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 6.2(c), the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 6.2(c) in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights shalllitigation expenses of Wyeth and Exelixis, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses[ * ], including legal feesexcept that [ * ], for such cooperationshall be [ * ].

Enforcement of Patent Rights. Each party (a) In the event that either Zogenix or Durect becomes aware of any pharmaceutical product that is or is intended to be made, used, or sold in the Field and in the Territory by a Third Party that it believes to infringe any Durect Technology Patents, Joint Patent Rights or Zogenix Technology Patents, such Party will promptly shall notify the other party Party of any infringement all the relevant facts and circumstances known to by it of the Licensed Patent Rights and shall provide the other party in connection with the available evidenceinfringement to the extent consistent with applicable confidentiality obligations to which such Party is subject. To the extent such pharmaceutical product is a Product or a Competitive Product, if anyZogenix and Durect shall thereafter consult and cooperate fully to determine a course of action, including the commencement of legal action by either or both Parties consistent with this Section 9.4, to terminate any such infringement, and each Party may hire separate counsel. AllosIn connection with such cooperation, at its sole expensethe Parties, as soon as reasonably practicable, shall have enter into a mutually agreeable joint defense agreement. *** Certain information on this page has been omitted and filed separately with the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action Commission. Confidential treatment has been requested with respect to the Licensed omitted portions. (b) As between Durect and Zogenix, Zogenix 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 Specific Patent RightsRights against infringement by a Third Party in the Territory through the manufacture, use, marketing, sale, offer for sale or import of a Competitive Product. If Zogenix does not institute a proceeding against such Third Party alleging infringement of the Product Specific Patent Right within [***] of a Party’s first notice to the other Party of such Third Party infringement, then Durect shall have the right, but not the duty, to institute such an action against such Third Party for infringement of such Product Specific Patent Right. For clarity, if an action includes both Product Specific Patent Rights and other Durect Technology Patents, Section 9.4(c) shall considergovern. The Party pursuing the proceeding shall furnish the other Party with copies of substantive litigation documents sufficiently in advance of the due date for such document, permit the other Party to offer its comments thereon before such document is due or delivered to the opposing side and consider any such comments in good faith, incorporating such comments if reasonable. (c) As between Durect and Zogenix, Durect shall have the interests first right, but not the duty, upon written notice to Zogenix, to initiate, prosecute and control the enforcement of Licensor any of the Durect Technology Patents other than Product Specific Patent Rights against infringement by a Third Party in so doing. Within ninety (90) days after notice the Territory through the manufacture, use, marketing, sale, offer for sale or import of a substantial Competitive Product. If Durect does not institute a proceeding against such Third Party alleging infringement of such Durect Technology Patents within [***] of a Party’s first notice to the other Party of such Third Party infringement, then Zogenix shall have the right, but not the duty, to institute such an action against such Third Party for infringement of any of the Durect Technology Patents; provided, however, that Zogenix’s right *** Certain information on this page has been omitted and continuing filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. to undertake any such action alleging infringement of such Durect Technology Patents shall be subject to the prior written consent of Durect, not to be unreasonably withheld or delayed. For clarity, if an action includes both Product Specific Patent Rights and other Durect Technology Patents, this Section 9.4(c) shall govern. The Party pursuing such action shall furnish the other Party with copies of substantive litigation documents sufficiently in advance of the due date for such document, permit the other Party to offer its comments thereon before such document is due or delivered to the opposing side and consider any such comments in good faith, incorporating such comments if reasonable. (d) As between Durect and Zogenix, Zogenix shall have the first right, but not the duty, upon written notice to Durect to initiate, prosecute and control the enforcement of any of Joint Patent Rights against infringement by a Third Party in the Territory through the manufacture, use, marketing, sale, offer for sale or import of a Competitive Product. If Zogenix does not institute a proceeding against such Third Party alleging infringement of the Licensed Joint Patent RightsRight within [***] of a Party’s first notice to the other Party of such Third Party infringement, Allos then Durect shall notify Licensor whether or have the right, but not Allos intends the duty, to take institute such an action against such Third Party for infringement of such Joint Patent Right. The Party pursuing the alleged infringer. If Allos notifies Licensor proceeding shall furnish the other Party with copies of substantive litigation documents sufficiently in advance of the due date for such document, permit the other Party to offer its comments thereon before such document is due or delivered to the opposing side and consider any such comments in good faith, incorporating such comments if reasonable. (i) The Costs of any such action under this Section 9.4 (including fees of attorneys and other professionals) shall be borne [***]. (ii) For any such action under this Section 9.4, in the event that either Party is unable to initiate or prosecute such action solely in its own name or it does not intend is otherwise advisable to take obtain an effective remedy, the other Party will join such action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx agree to have such action initiated or prosecuted in its name, voluntarily and will execute *** 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. and cause its Affiliates to execute all documents necessary for the enforcing Party to initiate and maintain such action. Each Party shall [***] promptly give to the Party bringing such infringement or file suit to enforce proceedings such reasonable assistance as the Licensed Patent Rights against each infringing party, Licensor shall have Party bringing the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. reasonably request. (iii) The party controlling Party instituting any such enforcement action shall may not settle the action enter into any settlement, consent judgment or otherwise consent to a judgment in other voluntary final disposition of such action that results in settles a Paragraph IV Certification, admits the invalidity or unenforceability of any grant Patent licensed hereunder, subjects the other Party to an injunction, requires the third party of other Party to contribute to any monetary payment or otherwise materially and adversely affects the rights under the Licensed Patent Rights, licensed hereunder without the prior written consent of the non-controlling party which consent shall other Party, not to be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained withheld by the party controlling the enforcement. Each party other Party. (iv) The Party undertaking any proceedings shall reasonably cooperate with keep the other party reasonably informed of the progress of the action and shall consider the comments and observations of the other in prosecuting the planning proceedings. (f) Any recovery obtained as a result of an infringement action brought under this Section 9.4, whether by judgment, award, decree or settlement, [***]. (g) As between Durect and execution Zogenix, Zogenix shall have the sole discretion and control of enforcing any action to enforce the Licensed Patent Rights; providedZogenix Technology Patents against any Third Party infringement thereof. Notwithstanding Section 9.4(e) and (f), however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation[***].

Enforcement of Patent Rights. Each party promptly Confidential Treatment Requested. (a) If either Party becomes aware of any Third Party activity in the Territory that infringes an issued Patent in the Corixa Intellectual Property Rights or an issued Patent claiming a Product Invention, then that Party shall notify give prompt written notice to the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, Party within thirty (30) days after having knowledge of such infringement. AllosCorixa shall have the primary right, at but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement by counsel of its sole expenseown choice. (b) If Corixa enforces a Patent that is part of the Corixa Intellectual Property Rights or covers a Product Invention made by Amersham, then (i) Amersham shall have the right (at its own expense) to participate in such action and to be represented by counsel of its own choice, and (ii) Amersham shall, at the request and expense of Corixa, be joined as a party to the suit. Any damages or monetary award recovered shall be applied to [*]. (c) If Corixa fails to bring an action or proceeding to enforce a Patent that is part of the Corixa Intellectual Property Rights or covers a Product Invention made by Amersham within a period of [*] after such notice, then Amersham shall have the right, but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to bring and control any litigation or other enforcement such action and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Corixa shall have the right to take whatever participate in such action it deems appropriate and to enforce the Licensed Patent Rightsbe represented, including bringing and controlling at its own expense a legal action in whichexpense, if legally necessary, Allos may be a named plaintiffby counsel of its own choice. The party controlling any such enforcement action shall not settle the action Any damages or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies monetary award recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationapplied to [*].

Enforcement of Patent Rights. Each party Cortex and Shire shall each promptly shall ---------------------------- notify the other party in writing of any actual alleged or threatened infringement known of patents or patent applications included in the Cortex Patent Rights, Cortex Inventions, Joint Inventions or Joint Patents licensed hereunder of which they become aware. Cortex and Shire shall then confer and endeavor to it reach agreement of how to prevent, end or prosecute any such infringement. If the Licensed Patent Rights and shall provide Parties do not agree on whether or how to proceed with enforcement activity within (i) thirty (30) days following the other party with notice of alleged infringement or (ii) ten (10) business days before the available evidencetime limit, if any, set forth in the appropriate laws and regulations for the filing of such infringement. Allosactions, at its sole expensewhichever comes first, shall have the right then Cortex may commence litigation within an additional thirty (but not the obligation30) 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 day period with respect to the Licensed Patent Rightsalleged or threatened infringement at its own expense. In the event that Cortex does not commence litigation, Shire may do so and shall considercredit against royalties otherwise due Cortex under Section 7.5, with respect to Net Sales in good faiththe country or countries in which such litigation is undertaken, all of its reasonable expenses incurred in such action (including attorneys' fees and expenses). In the event a Party brings an infringement action, the interests of Licensor in so doing. Within ninety (90) days after notice other Party shall cooperate fully, including, if required to bring such action, the furnishing of a substantial and continuing infringement power of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringerattorney. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Neither Party shall have the right to take whatever action it deems appropriate to enforce settle any patent infringement litigation under this Section in a manner that diminishes the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle rights or interests of the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, other Party without the prior express written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon the final judgment or settlement of any such suit Except as otherwise agreed to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation shall be first allocated to the enforcement. Each party Party or Parties in proportion to their expenses (taking into account any crediting of royalties by Shire as permitted above) and then shall reasonably cooperate be shared in the same ratio as the profits received by Shire or its Affiliates in connection with sales of Products in such country has to the royalties paid to Cortex in connection with the other party sale of Products in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationcountry.

Enforcement of Patent Rights. Each party promptly (a) If either Party becomes aware of any Third Party activity in the Territory that infringes an issued Patent in the Corixa Intellectual Property Rights or an issued Patent claiming a Product Invention, then that Party shall notify give prompt written notice to the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, Party within [*] after having knowledge of such infringement. AllosCorixa shall have the primary right, at but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement by counsel of its sole expenseown choice. (b) If Corixa enforces a Patent that is part of the Corixa Intellectual Property Rights or covers a Product Invention made by Amersham, then (i) Amersham shall have the right (at its own expense) to participate in such action and to be represented by counsel of its own choice, and (ii) Amersham shall, at the request and expense of Corixa, be joined as a party to the suit. Any damages or monetary award recovered shall be applied to reimburse the reasonable costs and expenses of the Parties in connection with such litigation and the balance shall be divided between Corixa and Amersham in accordance with the percentage to which each such entity funded the suit. (c) If Corixa fails to bring an action or proceeding to enforce a Patent that is part of the Corixa Intellectual Property Rights or covers a Product Invention made by Amersham -------- * Confidential Treatment Requested. within a period of [*] after such notice, then Amersham shall have the right, but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to bring and control any litigation or other enforcement such action and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Corixa shall have the right to take whatever participate in such action it deems appropriate and to enforce the Licensed Patent Rightsbe represented, including bringing and controlling at its own expense a legal action in whichexpense, if legally necessary, Allos may by counsel of its own choice. Any damages or monetary award recovered shall be a named plaintiff. The party controlling any such enforcement action shall not settle applied to reimburse the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent reasonable costs and expenses of the non-controlling party which consent Parties in connection with such litigation and the balance shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate divided between Corixa and Amersham in accordance with the other party in percentage to which each such entity funded the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationsuit.

Enforcement of Patent Rights. Each party (a) If any Cerus Patent, Kirin Improvement Patent or joint patent relating to ACIT Technology in the Field is infringed by a Third Party, the Party to this Agreement first having knowledge of such infringement shall promptly shall notify the other party of any infringement known to it of in writing. The notice shall set forth the Licensed Patent Rights and shall provide the other party with the available evidence, if any, facts of such infringement. Allos, at its sole expense, infringement in reasonable detail. (b) Cerus shall have the right (right, but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rightsinstitute, to prosecute and control any litigation action or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action proceeding with respect to infringement in the Licensed Cerus Territory of Cerus Patents,Kirin Improvement Patents and joint patents relating to the ACIT Technology. (c) Kirin shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement in the Kirin Territory of Cerus Patents, Kirin Improvement Patents and joint patents relating to ACIT Technology and patents abandoned by Cerus pursuant to Section 9.2. (d) If a Party given the right to enforce a Cerus Patent Rights, and shall consider, in good faith, the interests or Kirin Improvement Patent pursuant to Section 9.5(b) or Section 9.5(c) fails to bring an action or proceeding against a suspected infringer within a period of Licensor in so doing. Within ninety (90) days after notice having knowledge of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce in the Licensed Patent Rights against each infringing partyField, Licensor the other Party shall have the right to take whatever bring and control an action it deems appropriate against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to enforce the Licensed Patent Rights, including bringing and controlling be represented in any such action by counsel of its own choice at its own expense a legal expense. (e) The Party controlling an action involving any infringement in whichthe Field shall consider in good faith the interests of the other Party in so doing, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action and shall not settle the action or otherwise consent to a an adverse judgment in any such action that results in any grant to which would have a material adverse effect on the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior express written consent of the non-controlling party such other Party, which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of If one Party brings any such suit to enforce the Licensed Patent Rights shallaction or proceeding, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement within the Field, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and any amounts received from Third Parties shall be equitably shared between the planning Parties in a manner to be negotiated. (f) The Parties shall consult regarding the institution, prosecution and execution control of any action or proceeding with respect to enforce infringement outside the Licensed Patent Rights; providedField of any of the Kirin Improvement Patents. In the absence of Agreement with respect to infringement outside the Field, however, each party shall be reimbursed for reasonable expenses, including legal fees, for Kirin may proceed in such cooperationmanner as the law permits.