Common use of Enforcement of Patents and Proprietary Rights Clause in Contracts

Enforcement of Patents and Proprietary Rights. (a) If allowable by law, KI PHARMA, as exclusive licensee for the Venture Products in the Territory, shall have power to institute and prosecute proceedings or suits ("Suits") for infringement of the Patent Rights and/or Patents and proprietary rights regarding Venture Products in the Territory. BIONUMERIK may join and, if required by law, BIONUMERIK will join as party plaintiff in such Suits regarding Venture Products BN. In addition, KI PHARMA shall not institute or settle any Suit regarding Venture Products BN without the consent of BIONUMERIK (which consent will not be unreasonably withheld) and BIONUMERIK may assume control of any Suit regarding Venture Products BN at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. GRELAN may join and, if required by law, GRELAN will join as party plaintiff in such Suits regarding Venture Products GR. In addition, KI PHARMA shall not institute or settle any Suit regarding Venture Products GR without the consent of GRELAN (which consent will not be unreasonably withheld) and GRELAN may assume control of any Suit regarding Venture Products GR at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) Except as otherwise expressly provided herein, all legal expenses and costs (including attorneys' fee) in such Suits and all other third-party patent litigation regarding the Venture Products in the Territory (the "Legal Expenses") will be borne 50% by GRELAN and 50% by BIONUMERIK. (c) All recoveries in any Suit (including attorneys' fee) and all other third-party patent litigation regarding the Venture Products in the Territory (regardless of which party actually receives such recovery) shall be applied first in or toward satisfaction of all expenses borne by GRELAN and BIONUMERIK in connection with such Suit or other patent litigation. If any surplus remains it shall (i) be paid in full to BIONUMERIK if the Suit or other patent litigation is related to Venture Products BN or (2) be paid in full to GR-ELAN if the Suit or other patent litigation is related to Venture Products GR. (d) KI PHARMA shall give BIONUMERIK and GRELAN full and complete access to all information BIONUMERIK or GRELAN reasonably request related to the Suits.

Enforcement of Patents and Proprietary Rights. (a) If To the extent allowable by law, KI PHARMA, as exclusive licensee for the Venture Products in the Territory, BioNumerik shall have power the sole first opportunity to institute and prosecute proceedings or suits ("Suits") for infringement of the BioNumerik Patent Rights and/or Patents patents and proprietary rights regarding Venture Products the Product(s) in the Territory. BIONUMERIK BioNumerik shall promptly advise ASTA Medica of any such Suit, and BioNumerik and ASTA Medica shall develop a joint strategy with respect to all such Suits and other third party intellectual property litigation regarding the Product(s) in the Territory ("Other IP Litigation"). ASTA Medica may join andas a party to any Suit brought by BioNumerik, if and to the extent required by lawto properly bring such litigation, BIONUMERIK will ASTA Medica shall join as a party plaintiff to any Suit brought by BioNumerik in such Suits regarding Venture Products BNthe Territory. In additionthe event BioNumerik refrains from initiating any Suit, KI PHARMA ASTA Medica may bring such Suit on its own, and if BioNumerik is required as a party to properly bring or join such Suit, BioNumerik shall, upon ASTA Medica's request, bring such Suit or join as a party to such Suit. BioNumerik shall not institute have the sole right to decide to accept or settle reject any Suit settlement offer regarding Venture Products BN without the consent Suits or Other IP Litigation, provided that the acceptance of BIONUMERIK (any such settlement that negatively affects ASTA Medica's rights hereunder or the ASTA Medica Patent Rights must be consented to by ASTA Medica, which consent will not be unreasonably withheld) and BIONUMERIK may assume control of any Suit regarding Venture Products BN at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. GRELAN may join and, if required by law, GRELAN will join as party plaintiff in such Suits regarding Venture Products GR. In addition, KI PHARMA shall not institute or settle a response regarding a consent requested by BioNumerik will be provided by ASTA Medica within 5 business days after BioNumerik's request. , If ASTA Medica is bringing any Suit regarding Venture Products GR without BioNumerik, then any settlement agreement would have to be approved by both Parties to the consent extent that it may affect the BioNumerik Patent Rights. The Parties will meet in good faith with any third party licensee of GRELAN (which consent will not be unreasonably withheldthe Product(s) and GRELAN may assume control to discuss the possible contribution by such third party to the costs of any Suit regarding Venture Products GR at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) Except as otherwise expressly provided herein, all legal expenses and costs in such Suits or Other IP Litigation (including attorneys' feefees) in such Suits and all other third-party patent litigation regarding the Venture Products in the Territory (the "Legal Expenses") when jointly prosecuted will be borne 50% by GRELAN ASTA Medica and 50% by BIONUMERIKBioNumerik. in the event only one of the Parties participates in such litigation, then the Party participating in such litigation shall bear 100% of such Legal Expenses. (c) All recoveries in from any Suit (including attorneys' feefees) and from all other third-party patent litigation Other IP Litigation regarding the Venture Products Product(s) in the Territory (regardless of which party Party actually receives such recovery) shall be applied first in or toward satisfaction of all out of pocket expenses borne by GRELAN ASTA Medica and BIONUMERIK BioNumerik proportionately in connection with such Suit or other patent litigationOther IP Litigation. If any surplus remains it shall (i) be paid divided equally between ASTA Medica and BioNumerik, provided that in full to BIONUMERIK if the event that only one of the Parties is responsible for the prosecution of a Suit or other patent litigation is related Other IP Litigation, then the recoveries from such Suit shall be solely awarded or paid to Venture Products BN or (2) be paid in full to GR-ELAN if the Suit or other patent litigation is related to Venture Products GRsuch Party. (d) KI PHARMA Each of ASTA Medica and BioNumerik shall give BIONUMERIK and GRELAN the other Party full and complete access to all information BIONUMERIK or GRELAN such other Party reasonably request requests related to the Suits.such Suits or Other IP Litigation

Enforcement of Patents and Proprietary Rights. (a) If To the extent allowable by law, KI PHARMA[**]. BioNumerik shall promptly advise ASTA Medica of any such Suit, as exclusive licensee for and BioNumerik and ASTA Medica shall develop a joint strategy with respect to all such Suits and other third party intellectual property litigation regarding the Venture Products Product(s) in the Territory, shall have power to institute and prosecute proceedings or suits Territory ("SuitsOther IP Litigation") for infringement of ). ASTA Medica may join as a party to any Suit brought by BioNumerik, and to the Patent Rights and/or Patents and proprietary rights regarding Venture Products extent required to properly bring such litigation, ASTA Medica shall join as a party to any Suit brought by BioNumerik in the Territory. BIONUMERIK In the event BioNumerik refrains from initiating any Suit, ASTA Medica may bring such Suit on its own, and if BioNumerik is required as a party to properly bring or join andsuch Suit, if required by lawBioNumerik shall, BIONUMERIK will upon ASTA Medica's request, bring such Suit or join as a party plaintiff in to such Suit. BioNumerik shall have the sole right to decide to accept or reject any settlement offer regarding the Suits regarding Venture Products BN. In additionor Other IP Litigation, KI PHARMA shall not institute provided that the acceptance of any such settlement that negatively affects ASTA Medica's rights hereunder or settle any Suit regarding Venture Products BN without the consent of BIONUMERIK (ASTA Medica Patent Rights must be consented to by ASTA Medica, which consent will not be unreasonably withheld) and BIONUMERIK may assume control of any Suit regarding Venture Products BN at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. GRELAN may join and, if required by law, GRELAN will join as party plaintiff in such Suits regarding Venture Products GR. In addition, KI PHARMA shall not institute or settle a response regarding a consent requested by BioNumerik will be provided by ASTA Medica within 5 business days after BioNumerik's request. , If ASTA Medica is bringing any Suit regarding Venture Products GR without BioNumerik, then any settlement agreement would have to be approved by both Parties to the consent extent that it may affect the BioNumerik Patent Rights. The Parties will meet in good faith with any third party licensee of GRELAN (which consent will not be unreasonably withheldthe Product(s) and GRELAN may assume control to discuss the possible contribution by such third party to the costs of any Suit regarding Venture Products GR at its own expense Suit. (b) Except as otherwise expressly provided herein, all legal expenses and costs in such Suits or Other IP Litigation (including attorneys' fees) (the "Legal Expenses") when jointly prosecuted will be borne 50% by giving notice to KI PHARMA ASTA Medica and agreeing to be responsible for all further costs 50% by BioNumerik. in the event only one of the Parties participates in such litigation, then the Party participating in such litigation shall bear 100% of such SuitLegal Expenses. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) Except as otherwise expressly provided herein, all legal expenses and costs (including attorneys' fee) in such Suits and all other third-party patent litigation regarding the Venture Products in the Territory (the "Legal Expenses") will be borne 50% by GRELAN and 50% by BIONUMERIK. (c) All recoveries in from any Suit (including attorneys' feefees) and from all other third-party patent litigation Other IP Litigation regarding the Venture Products Product(s) in the Territory (regardless of which party Party actually receives such recovery) shall be applied first in or toward satisfaction of all out of pocket expenses borne by GRELAN ASTA Medica and BIONUMERIK BioNumerik proportionately in connection with such Suit or other patent litigationOther IP Litigation. If any surplus remains it shall (i) be paid divided equally between ASTA Medica and BioNumerik, provided that in full to BIONUMERIK if the event that only one of the Parties is responsible for the prosecution of a Suit or other patent litigation is related Other IP Litigation, then the recoveries from such Suit shall be solely awarded or paid to Venture Products BN or (2) be paid in full to GR-ELAN if the Suit or other patent litigation is related to Venture Products GRsuch Party. (d) KI PHARMA Each of ASTA Medica and BioNumerik shall give BIONUMERIK and GRELAN the other Party full and complete access to all information BIONUMERIK or GRELAN such other Party reasonably request requests related to the Suits.such Suits or Other IP Litigation

Enforcement of Patents and Proprietary Rights. (a) If To the extent allowable by law, KI PHARMA[**]. BioNumerik shall promptly advise ASTA Medica of any such Suit, as exclusive licensee for and BioNumerik and ASTA Medica shall develop a joint strategy with respect to all such Suits and other third party intellectual property litigation regarding the Venture Products Product(s) in the Territory, shall have power to institute and prosecute proceedings or suits Territory ("SuitsOther IP Litigation") for infringement of ). ASTA Medica may join as a party to any Suit brought by BioNumerik, and to the Patent Rights and/or Patents and proprietary rights regarding Venture Products extent required to properly bring such litigation, ASTA Medica shall join as a party to any Suit brought by BioNumerik in the Territory. BIONUMERIK In the event BioNumerik refrains from initiating any Suit, ASTA Medica may bring such Suit on its own, and if BioNumerik is required as a party to properly bring or join andsuch Suit, if required by lawBioNumerik shall, BIONUMERIK will upon ASTA Medica's request, bring such Suit or join as a party plaintiff in to such Suit. BioNumerik shall have the sole right to decide to accept or reject any settlement offer regarding the Suits regarding Venture Products BN. In additionor Other IP Litigation, KI PHARMA shall not institute provided that the acceptance of any such settlement that negatively affects ASTA Medica's rights hereunder or settle any Suit regarding Venture Products BN without the consent of BIONUMERIK (ASTA Medica Patent Rights must be consented to by ASTA Medica, which consent will not be unreasonably withheld) and BIONUMERIK may assume control of any Suit regarding Venture Products BN at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. GRELAN may join and, if required by law, GRELAN will join as party plaintiff in such Suits regarding Venture Products GR. In addition, KI PHARMA shall not institute or settle a response regarding a consent requested by BioNumerik will be provided by ASTA Medica within 5 business days after BioNumerik's request. , If ASTA Medica is bringing any Suit regarding Venture Products GR without BioNumerik, then any settlement agreement would have to be approved by both Parties to the consent extent that it may affect the BioNumerik Patent Rights. The Parties will meet in good faith with any third party licensee of GRELAN (which consent will not be unreasonably withheldthe Product(s) and GRELAN may assume control to discuss the possible contribution by such third party to the costs of any Suit regarding Venture Products GR at its own expense Suit. (b) Except as otherwise expressly provided herein, all legal expenses and costs in such Suits or Other IP Litigation (including attorneys' fees) (the "Legal Expenses") when jointly prosecuted will be borne 50% by giving notice to KI PHARMA ASTA Medica and agreeing to be responsible for all further costs 50% by BioNumerik. in the event only one of the Parties participates in such litigation, then the Party participating in such litigation shall bear 100% of such SuitLegal Expenses. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONCOMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) Except as otherwise expressly provided herein, all legal expenses and costs (including attorneys' fee) in such Suits and all other third-party patent litigation regarding the Venture Products in the Territory (the "Legal Expenses") will be borne 50% by GRELAN and 50% by BIONUMERIK. (c) All recoveries in from any Suit (including attorneys' feefees) and from all other third-party patent litigation Other IP Litigation regarding the Venture Products Product(s) in the Territory (regardless of which party Party actually receives such recovery) shall be applied first in or toward satisfaction of all out of pocket expenses borne by GRELAN ASTA Medica and BIONUMERIK BioNumerik proportionately in connection with such Suit or other patent litigationOther IP Litigation. If any surplus remains it shall (i) be paid divided equally between ASTA Medica and BioNumerik, provided that in full to BIONUMERIK if the event that only one of the Parties is responsible for the prosecution of a Suit or other patent litigation is related Other IP Litigation, then the recoveries from such Suit shall be solely awarded or paid to Venture Products BN or (2) be paid in full to GR-ELAN if the Suit or other patent litigation is related to Venture Products GRsuch Party. (d) KI PHARMA Each of ASTA Medica and BioNumerik shall give BIONUMERIK and GRELAN the other Party full and complete access to all information BIONUMERIK or GRELAN such other Party reasonably request requests related to the Suits.such Suits or Other IP Litigation

Enforcement of Patents and Proprietary Rights. (a) If allowable by law, KI PHARMA, as exclusive licensee for the Venture Products in the Territory, shall have power to institute and prosecute proceedings or suits ("Suits") for infringement of the Patent Rights and/or Patents and proprietary rights regarding Venture Products in the Territory. BIONUMERIK may join and, if required by law, BIONUMERIK will join as party plaintiff in such Suits regarding Venture Products BN. In addition, KI PHARMA shall not institute or settle any Suit regarding Venture Products BN without the consent of BIONUMERIK (which consent will not be unreasonably withheld) and BIONUMERIK may assume control of any Suit regarding Venture Products BN at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. GRELAN may join and, if required by law, GRELAN will join as party plaintiff in such Suits regarding Venture Products GR. In addition, KI PHARMA shall not institute or settle any Suit regarding Venture Products GR without the consent of GRELAN (which consent will not be unreasonably withheld) and GRELAN may assume control of any Suit regarding Venture Products GR at its own expense by giving notice to KI PHARMA and agreeing to be responsible for all further costs of such Suit. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSIONCOMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) Except as otherwise expressly provided herein, all legal expenses and costs (including attorneys' fee) in such Suits and all other third-party patent litigation regarding the Venture Products in the Territory (the "Legal Expenses") will be borne 50% by GRELAN and 50% by BIONUMERIK. (c) All recoveries in any Suit (including attorneys' fee) and all other third-party patent litigation regarding the Venture Products in the Territory (regardless of which party actually receives such recovery) shall be applied first in or toward satisfaction of all expenses borne by GRELAN and BIONUMERIK in connection with such Suit or other patent litigation. If any surplus remains it shall (i) be paid in full to BIONUMERIK if the Suit or other patent litigation is related to Venture Products BN or (2) be paid in full to GR-ELAN if the Suit or other patent litigation is related to Venture Products GR. (d) KI PHARMA shall give BIONUMERIK and GRELAN full and complete access to all information BIONUMERIK or GRELAN reasonably request related to the Suits.