Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. (a) BCV shall have the first right (but not the obligation), at its own cost and expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expense, to be represented in any such action brought by BCV, to the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis. (f) If a Party brings any such suit or legal action under this Section 7.3, the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.

Enforcement of Patent Rights. (a) BCV If either Party becomes aware of a suspected infringement of any Exelixis Patents, Joint Invention Patents or Sole Invention Patents through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [ * ] shall have the first right (right, but shall not the obligation)be obligated, to bring an infringement action against such Third Party at its own cost and expense and with legal by counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco [ * ] shall have the exclusive right (but not the obligation) to participate in such action, at its own expense and by counsel of its own choice. If [ * ] fails to bring suit (or take other appropriate legal action) against any actualsuch an [ * ] = Certain confidential information contained in this document, alleged or threatened infringement marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Biofuel Patent Rights Securities Exchange Act of 1934, as amended. action or proceeding prior to the earlier of: (a) [ * ] following [ * ] receipt of notice of alleged infringement; or (b) [ * ] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, [ * ] shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and [ * ] 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 pursuant to this Section 9.4, the other Party will reasonably assist the enforcing Party (iiat the enforcing Party’s expense) neither 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 bring suit or take other legal action against settle any actual, alleged or threatened patent infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expense, to be represented in any such action brought by BCV, to the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that litigation under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements 9.4 in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, a manner that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair diminishes the rights licensed to the applicable Party hereunder, or subject interests of the other Party to any liability or obligations in connection therewith, without the prior written consent of that affected such other Party. (e) Any damages, monetary awards such consent not to be unreasonably withheld or other amounts recovereddelayed. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, whether by judgment or settlementany recovery realized as a result of such litigation, pursuant to after reimbursement of any suit or other legal action taken under Sections 7.3(a) or (b)litigation expenses of Sanofi-Aventis and Exelixis, shall be applied treated as follows: (i) first[ * ] and subject to [ * ] and [ * ] in accordance with [ * ] and [ * ], to reimburse except that any recovery in the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining form of [ * ] shall be allocated as follows: [ * ] percent (A[ * ]%) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due Sanofi-Aventis and [ * ] percent ([ * ]%) to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandisExelixis. (f) If a Party brings any such suit or legal action under this Section 7.3, the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.

Enforcement of Patent Rights. 10.3.1 The party (athe "Patent Party") BCV with the right to control the maintenance of the patents described in Section 10.2 above shall have the first right (but not primary responsibility for the obligation), at its own cost and expense and with legal counsel appropriate course of its own choice, action to bring suit take (or take refrain from taking) appropriate action i) to enforce such patents, ii) to abatx xxx infringement thereof or iii) to control any litigation or other appropriate legal action) against enforcement action and to enter into, or permit, the settlement of any actual, alleged such litigation or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights other enforcement action with respect to such patents if a claim or proceedings are brought against the Biofuel Patent Rights and Joint Patents shall commence only on and after other party alleging that the Commercialization License Commencement Dateuse, development, manufacturing or sale of the Licensed Product in such other party's Territory infringes any Third Party's patents or patent applications or if such patents are infringed by any Third Party, and prior to such date (i) Senesco shall have consider, in good faith, the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement interests of the Biofuel other party in so doing, provided, however, that in the event the Patent Rights Party does not so desire, then it shall provide reasonable notice to the other party and (ii) neither Party such other party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, succeed such responsibility at its own cost and expense, to be represented in any such action brought by BCV, to provided further that the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence provision of this Section 7.3(a)10.3.1 shall be subject to the other party's appropriate notification to the Patent Party of such infringement or such claim or proceeding brought by a Third Party, and to entrusting the Patent Party's actions in compliance with the provisions of Section 10.3.3 below. 10.3.2 In the case of each patent described in Section 10.2.1, 10.2.2 or 10.2.3 above which claims the Research Lead Compounds or each party's Inventions or Improvements or Joint Improvements, if the Patent Party does not, within six (b6) If none months of BCV, its Affiliates receipt of notice from the other party of any infringement or any of claim or proceedings brought by a Third Party within its SublicenseesTerritory, on its own initiativeabatx xxx infringement, files any file suit to enforce such patent against at least one infringing party or take appropriate actions against such claim or proceedings, the other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates party shall have the right to bring suit take whatever action it deems appropriate to enforce such patent. 10.3.3 The party controlling any such enforcement action shall not settle the action or take other appropriate legal otherwise consent to an adverse judgment in such action against such actual, alleged that diminishes the rights or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days interests of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at non-controlling party within its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, Territory without the prior written consent of that affected Party. (e) Any damages, monetary the other party. All moneys or awards or other amounts recovered, whether by recovered upon the final judgment or settlement, pursuant to settlement of any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts in each Territory shall be retained by BCV the controlling party, except with regard to Joint Improvements, in which case any moneys or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties awards shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is split between the Party bringing such suit or taking such other legal parties in accordance with their expenses incurred in undertaking enforcement action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis. (f) If a Party brings 10.3.4 Notwithstanding the foregoing, TREGA and ONO shall fully cooperate with each other in the planning and execution of any such suit action to enforce the patents described in Sections 10.2.1, 10.2.2 and 10.2.3 above which claim the Research Lead Compounds or legal action under this Section 7.3, the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit each party's Inventions or legal action, and to give the Party bringing such action Improvements or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunderJoint Improvements.

Enforcement of Patent Rights. (a) BCV shall have Subject to the first right (but not the obligation)rights of The Regents, ---------------------------- IRC, at its own cost and expense and with legal counsel of its own choicesole expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring determine the appropriate course of action to enforce Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to 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 Licensed Patent Rights, and shall consider, in good faith, the interests of UroGen in so doing. If IRC does not, within one hundred twenty (120) days of receipt of notice from UroGen, xxxxx the infringement in the Field or file suit or take other legal action to enforce the Licensed Patent Rights against any actualat least one infringing party in the Field, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each UroGen shall have the right, at its own cost and expense, right to be represented in any such take whatever action brought by BCV, it deems appropriate to enforce the extent involving the Biofuel Licensed Patent Rights or Joint Patents, by counsel of Senesco’s own choicein the Field; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). that, within thirty (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (9030) days after the earliest ----------------- receipt of notice under Section 7.2 (orof UroGen's intent to file such suit, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates IRC shall have the right to bring jointly prosecute such suit and to fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or take other appropriate legal otherwise consent to an adverse judgment in such action against such actual, alleged that diminishes the rights or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days interests of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, non-controlling party without the prior written consent of that affected Party. (e) Any damages, monetary awards or the other amounts recovered, whether by party. All monies recovered upon the final judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any settlement of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis. (f) If a Party brings any such suit or legal action under this Section 7.3, to enforce the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party Licensed Patent Rights shall be required to transfer any rightshared, title or interest in or to any property after reimbursement of expenses, by IRC and UroGen pro rata --- ---- according to the respective percentages of costs borne by each in such suit. Notwithstanding the foregoing, IRC and UroGen shall fully cooperate with each other Party or in the planning and execution of any Third Party action to confer standing on a Party hereunderenforce the Licensed Patent Rights.

Enforcement of Patent Rights. (a) BCV shall have With respect to Patent Rights pertaining to those countries in which APOTHECON has the first exclusive right (but not hereunder to market the obligation)Product, APOTHECON, at its own cost and expense and with legal counsel of its own choicesole expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expensebut not the obligation, (a) to be represented in any such determine the appropriate course of action brought by BCVto enforce, to or otherwise abate the extent involving infringement of, the Biofuel Patent Rights or Joint Patentswith respect to Prodxxxx, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCVto take, its Affiliates or any of its Sublicenseesrefrain from taking, on its own initiative, files any suit or other legal appropriate action against any such infringement to enforce the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights Patent Rights with respect to Products, (c) to control any litigation or other enforcement action regarding Patent Rights with respect to Products, and (d) to enter into, or permit, the settlement of any such infringement)litigation or other enforcement action regarding Patent Rights with respect to Products. APOTHECON shall consult with GJT and Jagotec prior to and during the course of taking any of the foregoing actions, then Senesco shall consider, in good faith, the interests of GJT and Jagotec in taking any of the foregoing actions, and, if GJT or its Affiliates shall Jagotec reasonably concludes that taking any specific action(s) likely would have a material adverse effect on GJT's or Jagotec's interests in the right to bring suit or take Patent Rights (other appropriate legal action against such actual, alleged or threatened infringement than with respect to the Biofuel Patent RightsProducts), Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon timely gives APOTHECON prior express written notice delivered thereof, then APOTHECON shall not take such specific action(s) without the prior express written consent (not to BCV within five (5be unreasonably withheld or delayed) days of the expiration of such ninety (90) day GJT or fifteen (15) day periodJagotec, as the case may be. BCV If (x) within * after receipt by APOTHECON of notice by a Third Party pursuant to 21 U.S.C. ss.355(b)(3)(A) or (j)(4)(B)(iii) with respect to any Product, APOTHECON has not initiated an action for patent infringement against the Third Party that forwarded such notice, then GJT and/or Jagotec shall have the rightright to initiate and control such action, and (y) within * days after receipt of notice from GJT or Jagotec of such an infringement, APOTHECON has not taken action to abate the infringement or filed suit to enforce the Patent Rights wxxx xespect to Products against at its own cost and expenseleast one infringing party, GJT or Jagotec shall have the right to be represented take whatever action it deems appropriate to enforce the Patent Rights against such parties in any such countries as APOTHECON may have elected not to take action brought by Senesco to abate, or its Affiliates by counsel of BCV’s own choicefile suit to prevent, such infringement; provided, howeverhowexxx, that under no circumstances GJT or Jagotec, as the case may be, shall have given prompt written notice to APOTHECON of its intent to file a suit or commence any other enforcement action in connection therewith. If GJT or Jagotec elects to file such suit or commence such action, then GJT or Jagotec (as the case may be) shall consult with APOTHECON prior to and during the course of taking any of the foregoing affect actions, and shall consider, in good faith, the interests of APOTHECON in taking any of the foregoing actions. Within * after receipt of such notice from GJT or Jagotec (as the case may be), APOTHECON shall have the right of Senesco or its Affiliates to control the jointly prosecute such suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom*. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in party controlling any such suit or legal action, that would restrict, waive other action shall not settle the suit or action or otherwise encumber consent to an adverse judgment in such suit or impair action that diminishes the rights licensed to of the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, non-controlling party without the prior express written consent of the noncontrolling party. All monies recovered upon the final judgment or settlement of any such suit or other action shall be shared, after reimbursement of expenses of the controlling party(ies), as follows: i) Where APOTHECON has solely controlled the litigation, * shall be entitled to retain all monies recovered and awarded upon the final judgment or settlement of any such suit or other proceeding, and shall pay to * such amount as equals the * that affected Party* would otherwise have received under the * License Agreement on * as were taken into account in determining the monies recovered. ii) Where control of the litigation has operated other than pursuant to (e) Any damagesi), monetary awards the parties shall and awarded upon the final judgment or settlement of any such suit or other amounts recoveredproceeding in proportion to their respective contributions to the cost thereof. Notwithstanding the foregoing, whether by judgment or settlementAPOTHECON, pursuant to Jagotec, and GJT shall reasonably cooperate with each other in the planning and execution of any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse enforce the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject Patent Rights with respect to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandisProducts. (f) If a Party brings any such suit or legal action under this Section 7.3, the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.

Enforcement of Patent Rights. (a) BCV shall have the first right (but not the obligation), at its own cost and expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expense, to be represented in any such action brought by BCV, to the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 0 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 0 applied mutatis mutandis. (f) If a Party brings any such suit or legal action under this Section 7.3, the other Party agrees to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder.

Enforcement of Patent Rights. (a) BCV Each party shall have notify the first right (but not other party of any infringement known to such party of any [CONFIDENTIAL TREATMENT REQUESTED] and shall provide the obligation)other party with the available evidence, at its own cost and expense and with legal counsel if any, of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights with respect infringement. 5.2.1 Subject to the Biofuel Patent Rights provisions of Sections 5.2.2 and Joint Patents shall commence only on and after the Commercialization License Commencement Date5.2.3 below, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each Inhale shall have the right, at its own sole cost and expensein its sole discretion, to be represented in determine the appropriate course of action to enforce the [CONFIDENTIAL TREATMENT REQUESTED] or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the [CONFIDENTIAL TREATMENT REQUESTED], to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action brought by BCV, with respect to the extent involving [CONFIDENTIAL TREATMENT REQUESTED], and shall consider, in good faith, the Biofuel Patent Rights or Joint Patents, by counsel interests of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action Alliance in so doing. 5.2.2 Except as described provided in the first last sentence of this Section 7.3(a). (b) If none of BCV5.2.2, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV Alliance shall have the right, at its own sole cost and expensein its sole discretion, to be represented determine the appropriate course of action to enforce one or more patents within the [CONFIDENTIAL TREATMENT REQUESTED] or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the [CONFIDENTIAL TREATMENT REQUESTED] to control any litigation or other enforcement action with respect to one or more patents within the [CONFIDENTIAL TREATMENT REQUESTED], and shall consider, in good faith, the interests of Inhale in so doing. Inhale shall have the right in its sole discretion and at its cost, to jointly defend any challenge to the validity, enforceability or scope of the [CONFIDENTIAL TREATMENT REQUESTED] under this section 5.2.2. Alliance may exercise its rights under this Section 5.2.2 only on a [CONFIDENTIAL TREATMENT REQUESTED] basis; Alliance shall not settle any action or otherwise consent to an adverse judgment in any such action brought by Senesco or its Affiliates by counsel that diminishes the rights of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described Inhale in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, [CONFIDENTIAL TREATMENT REQUESTED] without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by Inhale. All monies recovered upon final judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any settlement of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis. (f) If a Party brings any such suit or legal action to enforce the [CONFIDENTIAL TREATMENT REQUESTED] as permitted under this Section 7.3, the other Party agrees 5.2.2 shall first be allocated to be joined as a party plaintiff if necessary to prosecute such suit or legal action, and to give the Party bringing reimburse each party’s expenses incurred in conducting such action or proceeding reasonable assistance and authority then allocated between the parties in proportion to file and prosecute the their respective damages incurred by reason of such infringement, as determined in such suit, at the expense of the Party bringing or as agreed upon in such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereundersettlement.

Enforcement of Patent Rights. (a) BCV shall If either Party becomes aware of a suspected infringement of any Actelion Licensed Patents or Joint Invention Patents through the development, manufacture or sale of a Licensed Product by a Third Party, such Party will notify the other Party promptly, and following such notification, the Parties will confer. Kythera will have the first right (right, but will not the obligation)be obligated, to bring an infringement action against such Third Party at its own cost and expense and with legal by counsel of its own choice, and Actelion will have the right to participate in such action, at its own expense and by counsel of its own choice. If Kythera fails to bring suit such an action or proceeding prior to the earlier of: (a) [***] ([***]) days following Kythera’s receipt of notice of alleged infringement; or take other appropriate legal action(b) against any actual[***] ([***]) days before the time limit, alleged or threatened infringement of the Biofuel Patent Rightsif any, Joint Patents and Patent Rights claiming BCV Improvements, each set forth in the Fieldappropriate laws and regulations for the filing of such actions, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall Actelion will have the right to bring suit or take other legal action against and control any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the rightsuch action, at its own cost expense and expenseby counsel of its own choice, and Kythera will have the right to be represented in any such action brought by BCVaction, to the extent involving the Biofuel Patent Rights or Joint Patents, at its own expense and by counsel of Senesco’s its own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV . If a Party brings an infringement action pursuant to control the suit or other legal action as described in the first sentence of this Section 7.3(a). 8.4, the other Party will reasonably assist the enforcing Party (bat the enforcing Party’s expense) If none of BCVin such actions or proceedings if so requested, and will lend its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect name to such infringement), then Senesco actions or its Affiliates shall proceedings if required by law in order for the enforcing Party to bring such action. Neither Party will have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened settle any patent infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that litigation under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file any suit or take other legal action against any infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements 8.4 in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, a manner that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair diminishes the rights licensed to the applicable Party hereunder, or subject interests of the other Party to any liability or obligations in connection therewith, without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal actionParty, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis. (f) If a Party brings any such suit or legal action under this Section 7.3, the other Party agrees consent not to be joined unreasonably withheld or delayed. In case Kythera brings such an action or proceeding, any recovery realized as a party plaintiff if necessary to prosecute result of such suit or legal actionlitigation, and to give the Party bringing after [***], will be [***]. In case Actelion brings such an action or proceeding reasonable assistance and authority to file and prosecute the suitproceeding, at the expense any recovery realized as a result of the Party bringing such suit or legal action; provided, however, that neither Party shall litigation will be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder[***].

Enforcement of Patent Rights. (a) BCV shall have the first right (but not the obligation), Except at its own cost and expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvementsset forth in this Section 8.4, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expense, to be represented in any such action brought by BCV, to the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file institute, prosecute or control any suit action or take other legal action against any proceeding with respect to infringement by a Third Party of one or more issued Patents covering the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c)Party's Pre-existing Technologies. (db) The Parties At any time during the Research Term, if either Party becomes aware of [ * ] that is performed by a Third Party commercial entity [ * ] and that appears to utilize [ * ], such Party shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject inform the other Party to any liability or obligations in connection therewithwriting within thirty (30) days after having knowledge of such research. Following consultation within thirty (30) days of such notice, without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), following conditions shall be applied as followsapply: (i) firstIf the [ * ] is being performed [ * ], neither Party shall have any obligation to reimburse take any action with respect to such research. If either Party believes it has a basis for a suit against such Third Party arising from such research, it may proceed on its own accord and at its sole expense. (ii) [ * ] Exelixis shall retain the Parties right to grant sublicenses [ * ] under the [ * ] technology owned or Controlled by it under the following circumstances: (1) No single sublicensee shall be entitled to have more than [ * ] persons at any time (measured on an FTE basis) performing [ * ] within [ * ]; (2) Each such sublicense shall prohibit the sublicensee from performing [ * ]; (3) Exelixis shall not initiate any new discussions with any Third Party regarding a sublicense [ * ] until [ * ] after the Effective Date; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (4) Exelixis may grant a sublicense [ * ] to the Third Party with which Exelixis entered negotiations for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting a sublicense prior to the Effective Date, provided such enforcement actionsublicensee would not thereby be permitted to conduct [ * ] until at least [ * ] after the Effective Date; and (ii5) Prior to the grant by Exelixis of any amounts remaining sublicense that fulfills the criteria set forth in Section 8.4(b)(ii)(1)-(4), Exelixis shall be allocated as follows: (A) if BCV or any inform the JMT of its Sublicensees is intent to grant such a sublicense, provided that Exelixis shall not be required to identify the Party bringing intended sublicensee and that the JMT shall not have any right to interfere with the grant of such suit or taking such legal actiona sublicense by Exelixis. Following [ * ], all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales Exelixis may freely grant sublicenses for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis[ * ]. (fiii) If a Party brings any the [ * ] in question is being performed [ * ], then Exelixis, if requested by P&U, shall [ * ] use Diligent Efforts to stop the conduct of such suit or legal action [ * ] including, if necessary, the commencement and prosecution of litigation against [ * ] in accordance with the applicable Federal Rules of Civil Procedure. Litigation commenced under this Section 7.38.4(b)(iii) shall be [ * ], provided that [ * ]. Any recovery from such litigation shall be applied first to reimburse each Party for its out-of-pocket costs of the other Party agrees litigation, and the balance shall be [ * ]. Following consultation with P&U, Exelixis may end such litigation at any time but Exelixis shall not consent to be joined as a party plaintiff settlement of such dispute in a manner that permits [ * ], without the consent of P&U, except for the grant of a license permitted under Section 8.4(b)(ii). This Section 8.4(b)(iii) shall expire [ * ], at which point Exelixis shall have exclusive control over any litigation that previously commenced pursuant to this Section 8.4(b)(iii). (iv) If the [ * ] in question is being performed [ * ], then Exelixis, upon written request by P&U, shall [ * ], use Diligent Efforts to stop the conduct of such commercial research within the Fields and, if necessary to prosecute and requested in writing by P&U, shall bring litigation in accordance with the applicable Federal Rules of Civil Procedure against such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on stop the [ * ]. Such litigation shall be managed by Exelixis using outside counsel approved by P&U. Prior to the initiation of a litigation under this Section 8.4(b)(iv), the Parties must agree to a budget for such litigation that the outside counsel selected as lead counsel deems a reasonable budget. [ * ] responsible for all expenses incurred during such litigation (including reimbursement of [ * ] within 30 days after submission of each invoice together with reasonable supporting documentation) not in excess of such budget. If [ * ] becomes aware at any time that the litigation expenses are likely to exceed such budget, it shall notify [ * ] and provide [ * ] with the opportunity to approve an increased budget. [ * ] shall be responsible for all expenses incurred during such litigation that are in excess of the increased budget or, if no increased budget is approved by [ * ], the original budget. Any recovery shall be applied first to reimburse each Party hereunderfor its out-of-pocket costs of the litigation, and the balance shall be [ * ]. If such recovery is [ * ], then such recovery shall be [ * ]. P&U shall also indemnify and hold harmless Exelixis for any costs or losses arising from claims brought against it by the Third Party in the course of litigation commenced under this Section 8.4(b)(iv), except to the extent Exelixis had been aware of a factual basis for counterclaims from the Third Party which it had failed to bring to the attention of P&U prior to the commencement of the suit. Exelixis shall have the right to be represented by counsel of its choice and to control its defense of such claims. If Exelixis continues a litigation initiated under this Section 8.4(b)(iv) despite instructions from P&U to end [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Enforcement of Patent Rights. (a) BCV shall have the first right (but not the obligation), Except at its own cost and expense and with legal counsel of its own choice, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvementsset forth in this Section 8.4, each in the Field, provided that such rights with respect to the Biofuel Patent Rights and Joint Patents shall commence only on and after the Commercialization License Commencement Date, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the right, at its own cost and expense, to be represented in any such action brought by BCV, to the extent involving the Biofuel Patent Rights or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights with respect to such infringement), then Senesco or its Affiliates shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at its sole expense to file institute, prosecute or control any suit action or take other legal action against any proceeding with respect to infringement by a Third Party of the Biofuel Patent Rights, Joint one or more issued Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c)covering [ * ]. (db) The Parties At any time during the Research Term, if either Party becomes aware of [ * ] that is performed by a Third Party commercial entity [ * ] and that appears to utilize [ * ], such Party shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject inform the other Party to any liability or obligations in connection therewithwriting within thirty (30) days after having knowledge of such research. Following consultation within thirty (30) days of such notice, without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), following conditions shall be applied as followsapply: (i) firstIf the [ * ] is being performed [ * ], neither Party shall have any obligation to reimburse take any action with respect to such research. If either Party believes it has a basis for a suit against such Third Party arising from such research, it may proceed on its own accord and at its sole expense. (ii) [ * ] Exelixis shall retain the Parties right to grant sublicenses [ * ] under the [ * ] technology owned or Controlled by it under the following circumstances: (1) No single sublicensee shall be entitled to have more than [ * ] persons at any time (measured on an FTE basis) performing [ * ] within [ * ]; (2) Each such sublicense shall prohibit the sublicensee from performing [ * ]; (3) Exelixis shall not initiate any new discussions with any Third Party regarding a sublicense [ * ] until [ * ] after the Effective Date; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (4) Exelixis may grant a sublicense [ * ] to the Third Party with which Exelixis entered negotiations for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting a sublicense prior to the Effective Date, provided such enforcement actionsublicensee would not thereby be permitted to conduct [ * ] until at least [ * ] after the Effective Date; and (ii5) Prior to the grant by Exelixis of any amounts remaining sublicense that fulfills the criteria set forth in Section 8.4(b)(ii)(1)-(4), Exelixis shall be allocated as follows: (A) if BCV or any inform the JMT of its Sublicensees is intent to grant such a sublicense, provided that Exelixis shall not be required to identify the Party bringing intended sublicensee and that the JMT shall not have any right to interfere with the grant of such suit or taking such legal actiona sublicense by Exelixis. Following [ * ], all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales Exelixis may freely grant sublicenses for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis[ * ]. (fiii) If a Party brings any the [ * ] in question is being performed [ * ], then Exelixis, if requested by P&U, shall [ * ] use Diligent Efforts to stop the conduct of such suit or legal action [ * ] including, if necessary, the commencement and prosecution of litigation against [ * ] in accordance with the applicable Federal Rules of Civil Procedure. Litigation commenced under this Section 7.38.4(b)(iii) shall be [ * ], provided that [ * ]. Any recovery from such litigation shall be applied first to reimburse each Party for its out-of-pocket costs of the other Party agrees litigation, and the balance shall be [ * ]. Following consultation with P&U, Exelixis may end such litigation at any time but Exelixis shall not consent to be joined as a party plaintiff settlement of such dispute in a manner that permits [ * ], without the consent of P&U, except for the grant of a license permitted under Section 8.4(b)(ii). This Section 8.4(b)(iii) shall expire [ * ], at which point Exelixis shall have exclusive control over any litigation that previously commenced pursuant to this Section 8.4(b)(iii). (iv) If the [ * ] in question is being performed [ * ], then Exelixis, upon written request by P&U, shall [ * ], use Diligent Efforts to stop the conduct of such commercial research within the Fields and, if necessary to prosecute and requested in writing by P&U, shall bring litigation in accordance with the applicable Federal Rules of Civil Procedure against such suit or legal action, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit, at the expense of the Party bringing such suit or legal action; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on stop the [ * ]. Such litigation shall be managed by Exelixis using outside counsel approved by P&U. Prior to the initiation of a litigation under this Section 8.4(b)(iv), the Parties must agree to a budget for such litigation that the outside counsel selected as lead counsel deems a reasonable budget. [ * ] responsible for all expenses incurred during such litigation (including reimbursement of [ * ] within 30 days after submission of each invoice together with reasonable supporting documentation) not in excess of such budget. If [ * ] becomes aware at any time that the litigation expenses are likely to exceed such budget, it shall notify [ * ] and provide [ * ] with the opportunity to approve an increased budget. [ * ] shall be responsible for all expenses incurred during such litigation that are in excess of the increased budget or, if no increased budget is approved by [ * ], the original budget. Any recovery shall be applied first to reimburse each Party hereunderfor its out-of-pocket costs of the litigation, and the balance shall be [ * ]. If such recovery is [ * ], then such recovery shall be [ * ]. P&U shall also indemnify and hold harmless Exelixis for any costs or losses arising from claims brought against it by the Third Party in the course of litigation commenced under this Section 8.4(b)(iv), except to the extent Exelixis had been aware of a factual basis for counterclaims from the Third Party which it had failed to bring to the attention of P&U prior to the commencement of the suit. Exelixis shall have the right to be represented by counsel of its choice and to control its defense of such claims. If Exelixis continues a litigation initiated under this Section 8.4(b)(iv) despite instructions from P&U to end [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Enforcement of Patent Rights. 5.5.1 If any Patent Right within the Joint Patents, or any Patent Right within either Party's solely owned Patent Rights claiming, covering or directed to a Development Candidate or New Product that is subject to Section 5.3, is or might reasonably be infringed by a Third Party through the manufacture, use, sale, offer for sale or importation of any product (a) BCV an "INFRINGEMENT"), the Party first having knowledge of such infringement shall promptly notify the other Party in writing. Such notice shall set forth the facts of the Infringement in reasonable detail. 5.5.2 Hyseq shall have the first right (right, but not the an obligation), at its own cost to institute, prosecute and expense and with legal control, using counsel of its own Hyseq's choice, to bring suit (any action or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights, Joint Patents and Patent Rights claiming BCV Improvements, each in the Field, provided that such rights proceeding with respect to an Infringement of a patent within the Biofuel Joint Patents, or its solely owned Patent Rights claiming, covering or directed to a Development Candidate or New Product, in the Hyseq Territory and Joint Patents shall commence only on such Other Territory as directed by the JRDC. If Hyseq initiates any such action or proceeding, Kirin agrees to be joined as a party plaintiff if required by law in order for Hyseq to initiate and after the Commercialization License Commencement Dateprosecute such action or proceeding, and prior to such date (i) Senesco shall have the exclusive right (but not the obligation) to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Biofuel Patent Rights and (ii) neither Party shall have the right to bring suit or take other legal action against any actual, alleged or threatened infringement of the Joint Patents without the other Party’s prior written consent. Senesco and its Affiliates each shall have the rightprovide Hyseq, at its own Hyseq's sole cost and expense, reasonable assistance and authority to be represented in any initiate and prosecute such action brought by BCV, or proceeding. In the event that Hyseq fails to the extent involving the Biofuel Patent Rights institute an action or Joint Patents, by counsel of Senesco’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of BCV to control the suit or other legal action as described in the first sentence of this Section 7.3(a). (b) If none of BCV, its Affiliates or any of its Sublicensees, on its own initiative, files any suit or other legal action against any such infringement to the extent permitted by this Agreement within ninety (90) days after the earliest of notice under Section 7.2 (or, if sooner, fifteen (15) days prior to any deadline relating to loss of any rights proceeding with respect to such infringement)Infringement within a period of one-hundred-twenty (120) days after notice of such Infringement, then Senesco and fails thereafter to prosecute such action or its Affiliates proceeding, Kirin shall have the right to bring suit or take other appropriate legal action against such actual, alleged or threatened infringement with respect to the Biofuel Patent Rights, Joint Patents or Patent Rights claiming BCV Improvements in the Field, in Senesco’s name and at its expense, upon written notice delivered to BCV within five (5) days of the expiration of such ninety (90) day or fifteen (15) day period, as the case may be. BCV shall have the right, at its own cost and expense, to be represented in any such action brought by Senesco or its Affiliates by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco or its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(b). (c) Senesco and its Affiliates shall have the sole right, but not the obligation, at to institute and/or prosecute and control an action or proceeding in its sole expense name with respect to file any suit or take other legal action against any infringement such an Infringement by counsel of CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Kirin's choice. In the Biofuel Patent Rights, Joint Patents and Patent Rights claiming the BCV Improvements in the Senesco Field and to retain any damages, monetary awards or other amounts recovered therefrom. BCV shall have the right, at its own cost and expense, to be represented in event that Kirin institutes any such action brought by Senesco or its Affiliatesproceeding, to the extent involving Patent Rights claiming BCV Improvements or Joint Patents, by counsel of BCV’s own choice; provided, however, that under no circumstances shall the foregoing affect the right of Senesco and its Affiliates to control the suit or other legal action as described in the first sentence of this Section 7.3(c). (d) The Parties shall not settle, compromise or otherwise resolve any suit or legal action addressed by this Section 7.3, nor make any admissions, filings, statements or other disclosures in any such suit or legal action, that would restrict, waive or otherwise encumber or impair the rights licensed to the applicable Party hereunder, or subject the other Party to any liability or obligations in connection therewith, without the prior written consent of that affected Party. (e) Any damages, monetary awards or other amounts recovered, whether by judgment or settlement, pursuant to any suit or other legal action taken under Sections 7.3(a) or (b), shall be applied as follows: (i) first, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such enforcement action; and (ii) any amounts remaining shall be allocated as follows: (A) if BCV or any of its Sublicensees is the Party bringing such suit or taking such legal action, all such amounts shall be retained by BCV or such Sublicensee, subject to such amounts being treated as Net Sales for which royalties shall be due to Senesco pursuant to Section 4.2 and (B) if Senesco or its Affiliate is the Party bringing such suit or taking such other legal action, all such amounts shall be retained by Senesco, subject to such amounts being treated as Net Sales for which royalties shall be payable by Senesco to BCV under the terms of Section 4.2 applied mutatis mutandis. (f) If a Party brings any such suit or legal action under this Section 7.3, the other Party Hyseq agrees to be joined as a party plaintiff if necessary for Kirin to institute and prosecute such suit action or legal actionproceeding, and to give the Party bringing such action or proceeding Kirin reasonable assistance and authority to file institute and prosecute such action or proceeding. 5.5.3 Kirin shall have the suitfirst right, but not an obligation, to institute, prosecute and control, using counsel of Kirin's choice, any action or proceeding with respect to an Infringement, of a patent within the Joint Patents, or its solely owned Patent Rights claiming, covering or directed to a Development Candidate or New Product, in the Kirin Territory and such Other Territory as directed by the JRDC. If Kirin initiates any such action or proceeding, Hyseq agrees to be joined as a party plaintiff if required by law in order for Kirin to initiate and prosecute such action or proceeding, and to provide Kirin, at Kirin's sole cost and expense, reasonable assistance and authority to initiate and prosecute such action or proceeding. In the expense event that Kirin fails to institute and an action or proceeding with respect to such Infringement within a period of one-hundred-twenty (120) days after notice of such Infringement, and fails thereafter to prosecute such action or proceeding, Hyseq shall have the right, but not the obligation, to institute and/or prosecute and control an action or proceeding in its name with respect to such an Infringement by counsel of Hyseq's choice. In the event that Hyseq institutes any such action or proceeding, Kirin agrees to be joined as a party plaintiff if necessary for Hyseq to institute and prosecute such action or proceeding, and to give Hyseq reasonable assistance and authority to institute and prosecute such action or proceeding. 5.5.4 Any recovery obtained by a Party enforcing one or more patents, in accordance with this Section 5.5 (the "ENFORCING PARTY"), whether by judgment, award, decree or settlement, shall be used first to reimburse such Enforcing Party's out-of-pocket costs and expenses incurred in prosecuting such action, then to reimburse the other Party's out-of pocket costs and expenses incurred in connection with such action. Any remainder of the Party bringing such suit or legal action; provided, however, that neither Party recovery shall be required [allocated between the Parties as follows: seventy-five percent (75%) thereof to transfer any rightthe Enforcing Party, title or interest in or to any property and twenty-five percent (25%) thereof to the other Party or any Third Party to confer standing on a Party hereunderParty.