Common use of Enforcement of Patents Clause in Contracts

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement of the AbbVie Patents by a Third Party in the Territory of which such Party becomes aware (including alleged or threatened infringement based on the development, commercialization, or an application to market a product containing a Licensed Compound or any Licensed Product in the Territory). As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 AbbVie shall have the first right, but not the obligation, to prosecute any Infringement such infringement in the Territory at its sole expense with respect to AbbVie Patents, and AbbVie shall retain control of the Exclusive Licensed Patents including as a defense prosecution of such claim, suit or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choiceproceeding. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune AbbVie prosecutes any such Infringement infringement, AbbVie shall exercise Commercially Reasonable Efforts in the Field in the Territory, Licensee this regard and Receptos shall have the right to join as a party to such claim, suit or proceeding in the Territory and participate with its own counsel at its sole cost and own expense; provided that MedImmune AbbVie shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee AbbVie does not take commercially reasonable steps to prosecute an Infringement the alleged or threatened infringement in the Field Territory with respect to any AbbVie Patents (xi) within [***] * days following the first notice provided above with respect to such Infringement alleged infringement, or (yii) provided such date occurs after the first such notice of such Infringement infringement is provided, [***] * Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Receptos may prosecute such the alleged or threatened infringement in the Field Territory at its sole cost and own expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between (a) If either Party considers that any Aventis Patent claiming an Alliance Compound, Alliance Product, Alliance Terminated Compound or Targacept Licensed Product, or the Partiesmanufacture or use thereof, (i) Prosecuting is being infringed by Third Party’s activities in the Field, it shall notify the other Party pursuant to 6.2.2 and provide it with any evidence of such infringement which is reasonably available. Aventis shall have the first rightopportunity at its own expense to attempt to remove such infringement by commercially appropriate steps, but not including filing an infringement suit or taking other similar action. In the obligation, event that Aventis fails to prosecute any Infringement take commercially appropriate steps with respect to an infringement that is likely to have a material adverse effect on the Exclusive sale of Alliance Products (or Targacept Licensed Patents including Products, as a defense or counterclaim in connection with any Third Party Infringement Claimthe case may be) within [********] following notice of such infringement, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee Targacept shall have the right to do so at its expense; provided that (i) if Aventis has commenced negotiations with an alleged infringer of the patent for discontinuance of such infringement within such [********] period, Aventis shall have an additional [********] to conclude its negotiations before Targacept may bring suit for such infringement and (ii) notwithstanding the foregoing, in the case of an Alliance Terminated Compound licensed by Targacept under Section 5.2(c) or a Targacept Licensed Product, Targacept shall have all of the rights of Aventis set forth in this Section 8.3 with respect to such Alliance Terminated Compound or Targacept Licensed Product and Aventis shall have all of the rights of Targacept set forth in this Section 8.3 with respect to such Alliance Terminated Compound or Targacept Licensed Product. If required by law for the prosecuting Party to prosecute any suit referred to in this Section 8.3, the other Party shall join such suit as a party party, at the prosecuting Party’s expense. In no event shall either Party be required to enforce any Patent Right against more than one entity or in more than one country at any one time. (b) The Party not enforcing the applicable Patent Rights shall provide commercially reasonable assistance to the other Party, including joining in infringement suits, providing access to relevant documents and other evidence, making employees available and seeking to obtain necessary Third Party consents, subject to the enforcing Party’s reimbursement of any out-of-pocket expenses incurred by the non-enforcing Party. (c) Any amounts recovered pursuant to Section 8.3(a), whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse Aventis and Targacept for their reasonable out-of-pocket expenses in making such claimrecovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) the portion of the award representing lost profits shall be allocated between Aventis and Targacept so that the ratio of Aventis’ portion to Targacept’s portion is equal to the ratio of Aventis’ historic profits on Net Sales in the Indication to Targacept’s royalties in the Indication, suit or proceeding provided that if the infringement activity on which such recovery is based included actions outside the Field, then the Parties shall reasonably agree on an appropriate allocation of such recovery between activities in the Field and participate with activities outside the Field (which will not bear a royalty). Any amounts recovered by Targacept pursuant to actions under Section 8.3(a) shall be allocated in the following order: (i) to reimburse Targacept and Aventis for their reasonable out-of-pocket expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) the remainder shall be divided [********] to Targacept and [********] to Aventis. (d) Except for Third Party infringement activities within the Field covered by the provisions of Section 8.3(a), each Party shall retain the sole and exclusive right to enforce its own counsel Patent Rights against all infringers at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between In the Partiesevent that either Lilly or Sepracor becomes aware of any infringement of any issued patent within the Sepracor Patent Rights, (i) Prosecuting which infringement involves Product, it will notify the other Party pursuant in writing to 6.2.2 that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Sepracor shall use reasonable efforts to obtain a discontinuance of such infringement, which may include filing suit, against the third party infringer. Sepracor shall bear all expense of any suit brought by it Lilly shall have the first right, but not prior to commencement of the obligationtrial, suit or action brought by Sepracor, to prosecute join any Infringement with respect to such suit or action, and in such event shall pay one-half of the Exclusive Licensed Patents including as a defense costs of such suit or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choiceaction. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes that Lilly has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Lilly. In the event that Lilly has not joined the suit or action, Lilly will reasonably cooperate with Sepracor in preparing and presenting any such Infringement in the Field in the Territory, Licensee suit or action and shall have the right to join as a party to such claim, suit or proceeding consult with Sepracor and participate with be represented by its own counsel at Lilly's own expense. Any recovery or damages derived from a suit which Lilly has joined and shared costs shall be used first to reimburse each of Sepracor and Lilly for its sole cost documented out-of-pocket legal expenses relating to the suit, with any remaining compensatory damages to be treated as Net Sales and expense; provided that MedImmune any punitive damages to be shared equally by the parties. Any recovery or damages derived from a suit which Lilly has not joined shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewithbe retained by Sepracor. If the Enforcing Party or its designee third party continues to infringe and Sepracor does not take commercially reasonable steps to prosecute an Infringement in the Field (x) initiate such action within [***] days following of the first date of notice provided above with respect referred to such Infringement or (y) provided such date occurs after in the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes firstimmediately preceding paragraph, then (1) Lilly may at its option initiate and control action or bring suit against the Enforcing Party third party infringer. Lilly shall so notify bear all the non-Enforcing Party costs and (2) subject to any rights expenses of any Third Parties under any In-License Agreements (such action or other applicable Third Party agreements existing as of the Effective Date) suit. Sepracor shall cooperate with Lilly in preparing and upon the Enforcing Party’s written consent (presenting such consent not to be unreasonably withheldaction or suit, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole provided that Lilly shall reimburse all Sepracor's direct cost and expenseexpenses, whereupon the non-Enforcing Party including direct costs of time spent by Sepracor employees, incurred in providing such cooperation. Any recovery or damages derived from such an action or suit shall be deemed the Enforcing Party with respect to such Infringementretained by Lilly.

Enforcement of Patents. As between If any patent included in the PartiesIntellectual Property is infringed by a third party, (i) Prosecuting Party pursuant the party to 6.2.2 this Agreement first having knowledge of such infringement shall promptly notify the other party in writing. Such notice shall provide details of such infringement. Assignee shall have the first primary right, but not the obligation, to institute, prosecute or control any Infringement action or proceeding with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement infringement in the Field in the Territory, Licensee using counsel (good faith cooperation) of its choice at its expense. Assignor shall have the right to join as a party participate in such action and to such claim, suit be represented by counsel of its choice at its expense. If Assignee fails to bring an action or proceeding and participate with its own counsel at its sole cost and expense; provided within a period of ninety (90) days after having knowledge of that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune infringement then Assignor shall have the right to join bring and control any such action by counsel of its own choice, at its expense, and the Assignee shall have the right to participate in such action by counsel of its choice at its expense. If a party brings any action or proceeding hereunder, the other party agrees to be joined as a party plaintiff and to such claimgive the party bringing the action reasonable assistance and authority to control, file and prosecute the suit as necessary. If Assignee accepts its primary right to institute, prosecute or control any action or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement an infringement under this section, Assignee shall be entitled to the damages or (y) provided such date occurs after other monetary awards recovered in the action. If Assignor brings or controls an action pursuant to this section, Assignor’s costs and expenses shall be reimbursed first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (damages or other applicable Third Party agreements existing as monetary awards recovered in favor of the Effective Dateparties. Any remaining damages shall be split fifty percent (50%) to Assignor and upon the Enforcing Partyfifty percent (50%) to Assignee. Any action brought or controlled by Assignor shall not be disposed of or settled by Assignor without Assignee’s written consent (such consent consent, which shall not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between (a) If either Party considers that any Targacept Patent, Xx. Xxxx Patent or Joint Patent claiming a Collaboration Compound or Licensed Product, or the Partiesmanufacture or use thereof, (i) Prosecuting is being infringed by a Third Party’s activities in the Field, it shall notify the other Party pursuant to 6.2.2 and provide it with any evidence of such infringement which is reasonably available. Xx. Xxxx shall have the first opportunity at its own expense to attempt to remove such infringement in the Territory by commercially appropriate steps, including filing an infringement suit or taking other similar action. Targacept shall have the exclusive right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense remove or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement pursue infringers in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel Rest of World at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement that Xx. Xxxx fails to take commercially appropriate steps with respect to an infringement in the Field in Territory that is likely to have a material adverse effect on the Territorysale of Licensed Products within three (3) months following notice of such infringement, MedImmune Targacept shall have the right to do so at its expense; provided that if Xx. Xxxx has commenced negotiations with an alleged infringer of the patent for discontinuance of such infringement within such three-month period, Xx. Xxxx shall have an additional six (6) months to conclude its negotiations before the other Party may bring suit for such infringement. If required by law for the prosecuting Party to prosecute any suit referred to in this Section 8.3, the other Party shall join such suit as a party party, at the prosecuting Party’s expense. (b) The Party not enforcing the applicable Patent Rights shall provide commercially reasonable assistance to the other Party, including joining in infringement suits, providing access to relevant documents and other evidence, making employees available and seeking to obtain necessary Third Party consents, subject to the enforcing Party’s reimbursement of any out-of-pocket expenses incurred by the non-enforcing Party. (c) Any amounts recovered by either Party pursuant to Section 8.3(a) with respect to infringement in the Territory, whether by settlement or judgment, shall be allocated in the following order: (i) to reimburse Xx. Xxxx and Targacept for their reasonable out-of-pocket expenses in making such claimrecovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses); and (ii) the portion of the award representing lost profits on sales in the Territory shall be [********]; (iii) the portion of the award representing lost profits on sales in the United States and Japan shall be [********]; and (iv) the portion of the award representing lost profits on sales in any other country in the Rest of World shall be [********], suit or proceeding provided, however, that if the infringement activity on which such recovery is based included actions outside the Field, then the Parties shall reasonably agree on an appropriate allocation of such recovery between activities in the Field and participate with activities outside the Field (which will not bear a royalty and which will be retained by the Party owning the relevant Patent Rights). (d) Except for Third Party infringement activities within the Field covered by the provisions of Section 8.3(a), each Party shall retain the sole and exclusive right to enforce its own counsel Patent Rights against all infringers at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. (a) If any Patent is allegedly or actually infringed by any Person in a manner relating to the Product, the Party first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. (b) As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 [*] shall have the first right, but not the obligation, to prosecute control the prosecution of any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim infringement described in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune this Section 4.3(a). [*] shall have the sole right, at its own expense, to be represented in any such action by counsel of its own choice. If [*] does not initiate an infringement action within [*] days (or [*] days in the case of an action brought under the Xxxxx-Xxxxxx Act or within the timeframe of any other relevant regulatory or statutory framework that may govern) of learning of the infringement, [*] shall have the right, but not the obligation, to prosecute Infringement bring such an action solely (i) with respect to any Glenmark Invention Patent or * Confidential treatment requested; certain information omitted and filed separately with the SEC. Joint Invention Patent in any country included in the Glenmark Territory and, (ii) subject to the prior written consent of [*], with respect to any Glenmark Invention Patent or Joint Invention Patent in countries outside the Glenmark Territory; provided that, if the Patent at issue is the only patent protecting the Product, [*] shall in any event consult with [*] with respect to any such action and shall obtain [*]’s written consent prior to taking any steps in respect of such action. [*] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (c) In the event that a Party entitled to bring an infringement action does so in accordance with this Section 4.3(a), the other Party shall cooperate fully, including furnishing of a power of attorney, being joined as a party plaintiff or indispensable party in such action, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours. If a Party pursues an action against such alleged infringement, it shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to preclude such infringement. (d) Any costs and expenses relating to any enforcement action commenced pursuant to this Section 4.3 by [*] shall be borne by [*]. Any costs and expenses relating to any enforcement action commenced pursuant to this Section 4.3 by [*] shall be borne by [*]. Any damages or other amounts collected shall be first allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses). Any remainder after such reimbursement is made shall be [*]; provided, however, that to the extent that any award or settlement (whether by judgment or otherwise) is attributable to loss of sales or profits with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3Product, the Party prosecuting any Infringement pursuant Parties shall negotiate in good faith an appropriate allocation of such remainder to reflect the foregoing sentence economic interests of the Parties under this Agreement with respect to a Patent shall be the “Enforcing PartyProduct.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As (a) If either Party considers that any Axys Patent, RPR Patent or Joint Patent claiming an Active Compound or Licensed Product, or the manufacture or use thereof, is being infringed by a Third Party's activities [*], it shall notify the other Party and provide it with any evidence of such infringement which is reasonably available. Subject to any limitations in the license agreements between the PartiesAxys and Third Party licensors covering Axys Patents that are licensed to Axys, (i) Prosecuting Party pursuant to 6.2.2 [*] shall have the first rightopportunity at its own expense to attempt to remove such infringement by commercially appropriate steps, but not the obligation, including filing an infringement suit or taking other similar action. If required by law for [*] to prosecute any Infringement with respect to the Exclusive Licensed Patents including such suit, [*] shall join such suit as a defense or counterclaim in connection with any Third Party Infringement Claimparty, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have [*]. [*] agrees to use reasonable efforts to obtain any consents required by Third Parties owning [*] to conduct suits thereunder for infringement by Third Parties in the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choiceField. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any [*] following notice of such Infringement in the Field in the Territoryinfringement, Licensee [*] shall have the right to join as a party do so at its expense; provided that if [*] has commenced negotiations with an alleged infringer of the patent for discontinuance of such infringement within such three-month period, [*] shall have an [*] to conclude its negotiations before [*] may bring suit for such claiminfringement. In no event, suit however, shall [*] be required to enforce any such Patent Right being infringed against more than one entity or proceeding in more than one country at any one time. (b) The Party not enforcing the applicable Patent Rights shall provide reasonable assistance to the other Party, including providing access to relevant documents and participate with other evidence and making its own counsel employees available, subject to the enforcing Party's reimbursement of any out-of-pocket expenses incurred by the non-enforcing Party. (c) Any amounts recovered by [*] pursuant to subsection 7.4(a), whether by settlement or judgment, shall be allocated in the following order: (i) [*]; and (ii) [*], provided that if the [*], then the Parties shall [*]. Any amounts recovered by [*] pursuant to actions under subsection 7.4(a) shal be allocated in the following order: (i) [*] and (ii) the [*]. [*] = 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. (d) Except for Third Party infringement activities within the Field covered by the provisions of subsection 7.4(a), each Party [*] retain the sole and exclusive right to enforce its Patent Rights against all infringers at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyAstraZeneca Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense[***], using counsel of its Licensee’s choice. For purposes of this Section 6.35.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune Licensee prosecutes any such Infringement in the Field in the Territory, Licensee AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that MedImmune Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee AstraZeneca prosecutes any such Infringement in the Field in the Territory, MedImmune Licensee shall have the right to join as a party to such [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that Licensee AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense[***], whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between (a) Within the PartiesTerritory, with respect to the alleged infringement by a Third Party of a Patent that is MedImmune Collaboration Technology or MedImmune Process Technology or Independent MedImmune Technology licensed to Micromet under this Agreement (ia “Product Patent”) Prosecuting Party pursuant to 6.2.2 shall by making, using, selling, importing or offering for sale a Licensed Product (a “Product Infringement”), with the prior written consent of MedImmune, which consent may be granted or withheld in the sole discretion of MedImmune, Micromet will have the first right, right (but not the obligation, ) to prosecute any Infringement bring an infringement action or proceeding with respect to a Product Infringement at the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claimcost and expense of Micromet, by counsel of its own choice. MedImmune will have the right, at Prosecuting Party’s sole its own cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim be represented in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using such action by counsel of its own choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant If Micromet fails to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any bring such Infringement an action in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) Territory within [***] days following of written notice thereof from MedImmune to Micromet, then MedImmune will have the first notice provided above right to bring such action at the cost and expense of MedImmune with counsel selected by MedImmune. Micromet, at its cost and expense, will have the right to be represented by counsel in any such action brought by MedImmune. *** 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. (b) If one Party brings any enforcement action or proceeding under this Section 7 with respect to such Infringement a Product Infringement, the other Party agrees to be joined as party plaintiff if necessary to prosecute the action or (y) provided such date occurs after proceeding and to give the first such notice of such Infringement is Party reasonable assistance and authority to file and prosecute the suit; provided, [***] Business Days before the time limithowever, if anythat neither Party will be required to transfer any right, set out title or interest in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject or to any rights property to the other Party or any other party to confer standing on a Party hereunder. The Party bringing the action will have the right to control such action, including the settlement thereof, provided, however, that no settlement will be made that adversely affects the validity, enforceability or scope of any Third Parties under any In-License Agreements (a Patent within MedImmune Collaboration Technology or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (MedImmune Process Technology or Independent MedImmune Technology unless agreed to in writing by both Parties, such consent agreement not to be unreasonably withheld, conditioned delayed or delayed)conditioned. Any damages or other monetary awards recovered pursuant to any suit, proceeding or other legal action taken under this Section 7.2 will be allocated first to the non-Enforcing may prosecute costs and expenses of the Party bringing suit, and second to the costs and expenses (if any) of the other Party that were authorized by the Party bringing the suit, with any remaining amounts (if any) to be allocated to the Party bringing suit and if the amount is allocated to Micromet, such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall amount will be deemed the Enforcing Party with respect Net Sales subject to such Infringementroyalty under this Agreement.

Enforcement of Patents. (a) As between the Parties, and subject to MedImmune’s rights set forth in 5.3.2(b) (iA) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents and Joint Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting PartyLicensee’s sole cost and expense, using counsel of Prosecuting PartyLicensee’s choice and choice; provided that if Licensee does not take commercially reasonable steps to prosecute such an Infringement (i) within 90 days following the first notice provided above with respect to such Infringement or (ii) provided such date occurs after the first such notice of such Infringement is provided, 10 Business Days before the time limit, if any, set forth in appropriate laws and regulations for filing of such actions, whichever comes first, then Licensee shall so notify MedImmune, and MedImmune may prosecute such Infringement at its sole cost and expense, and (B) Licensee shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensee Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Licensee’s sole cost and expense, using counsel of its choice. (b) Notwithstanding the above, if the Infringement also relates to a Patent, except for a Joint Patent, which is owned or Controlled by MedImmune and which relates directly to a Combination Product (such that the infringing party is itself developing, exploiting or commercializing a Combination Product), MedImmune shall so notify Licensee, and MedImmune shall have the first right, but not the obligation, to prosecute the Infringement with respect to the Licensed TechnologyPatents and Joint Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its MedImmune’s choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that if MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute such an Infringement in the Field (xi) within [***] 90 days following the first notice provided above with respect to such Infringement or (yii) provided such date occurs after the first such notice of such Infringement is provided, [***] 10 Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party MedImmune shall so notify the non-Enforcing Party Licensee, and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Licensee may prosecute such alleged or threatened infringement in the Field Infringement at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 ArQule shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed ArQule Patents, ArQule Invention Patents, and Compound-Specific Invention Patents globally, and Joint Patents outside the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s ArQule's sole cost and expense, using counsel of Prosecuting Party’s ArQule's choice and (ii) MedImmune Licensee shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyLicensee Patents and Licensee Invention Patents globally, and Joint Patents in the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s Licensee's sole cost and expense, using counsel of its choice. For purposes of this Section 6.3Clause 6.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” . In the event MedImmune ArQule prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune ArQule shall retain control Control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune ArQule shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control Control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (xA) within [***] * days following the first notice provided above with respect to such Infringement or (yB) provided such date occurs after the first such notice of such Infringement is provided, [***] * Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1I) the Enforcing Party shall so notify the non-Enforcing Party and (2II) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As Subject to Section 6.3.3, as between the Parties, : (ia) Prosecuting Party pursuant to 6.2.2 Eisai shall have the first rightright through counsel of its choice, but not the obligationat its cost, to prosecute take whatever action it deems appropriate, for the enforcement of the Eisai Patents and Licensee Patents against any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyInfringement, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expensethat arises in the Eisai Territory. If Eisai fails to take any action in relation to the enforcement of the Licensee Patents against any Infringement, using including as a defense or counterclaim in connection with any Third Party Infringement Claim, that arises in the Eisai Territory within [***] ([***]) Business Days of being notified of such Infringement, or notifies the Licensee that it does not wish to take any such action, the Licensee shall have the right through counsel of its choice, at its cost, to take whatever action it deems appropriate in its sole discretion, for the enforcement of the Licensee Patents against such Infringement in the Eisai Territory; and (b) The Licensee shall have the first right through counsel of its choice, at its cost, to take whatever action it deems appropriate, for the enforcement of the Eisai Patents and Licensee Patents against any Infringement, including as a defense or counterclaim in connection with any Third Party Infringement Claim, that arises in the Licensee Territory. If the Licensee fails to take any action in relation to the enforcement of the Eisai Patents against any Infringement, including as a defense or counterclaim in connection with any Third Party Infringement Claim, that arises in the Licensee Territory within [***] ([***]) Business Days of being notified of such Infringement, or notifies Eisai that it does not wish to take any such action, Eisai shall have the right through counsel of its choice, at its cost, to take whatever action it deems appropriate in its sole discretion, for the enforcement of the Eisai Patents against such Infringement in the Licensee Territory. For the purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence this Section 6.3.2 with respect to a Patent shall be the “Enforcing Party”.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between Upon learning of the Partiespossible infringement of any of the Licensed Patents by a third party, (i) Prosecuting Party pursuant each party shall inform the other party of that fact, and shall supply the other party with any evidence available to 6.2.2 it pertaining to the infringement. Licensee shall have the first right, right (but not the obligation) to defend the Licensed Patents against infringement or interference by any third party at its own expense and in the name of Licensor and Yale, including bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. Licensee may settle any such actions solely at its own expense and through counsel of its selection; provided, however, that Yale and Licensor shall be entitled in each instance to prosecute participate through counsel of their own selection at their own expense and any Infringement settlement shall not be entered without Yale’s prior written consent which shall not be unreasonably withheld or delayed. Neither Yale nor Licensor shall have any obligation or responsibility with respect to the Exclusive Licensed Patents including any such actions unless legally required to participate, except to provide reasonable assistance to Licensee as a defense or counterclaim requested, and Licensee shall reimburse Licensor and Yale for their out-of-pocket expenses in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including such requested assistance. Any recovery obtained as a defense result of such action, whether by judgment, award, decree or counterclaim settlement, shall first be applied to reimbursement of each party’s reasonable out-of-pocket expenses in connection with bringing such suit or proceeding (including any Third Party Infringement Claimadvisory counsel), at MedImmune’s sole cost and expenseLicensee shall be entitled to retain the balance, using counsel of its choice. For purposes of this Section 6.3if any; provided, that, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent excess of such recoveries over such expenses shall be included in Licensee’s Net Sales for the “Enforcing Party.” purpose of determining Royalties payable herein. In the event MedImmune prosecutes any Licensee fails to initiate and pursue or participate in such Infringement in the Field in the Territorylegal action within sixty (60) days, Licensee both Yale and Licensor shall have the right to join initiate legal action at their own expense to uphold the Licensed Patents against third parties in the name of Licensee, in which case, Licensee shall provide reasonable assistance to Yale and Licensor as requested, and the party or parties initiating legal action shall reimburse Licensee for its out-of-pocket expenses in connection with any such requested assistance. Yale or Licensor, as the case may be, may settle any such actions solely through counsel of its selection; provided, however, that any settlement that concerns the validity or scope of any Licensed Patents shall not be entered without Licensee’s prior written consent which shall not be unreasonably withheld or delayed. Any recovery obtained as a party result of such action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of each party’s reasonable out-of-pocket expenses in bringing such claim, suit or proceeding (including any advisory counsel), and participate with its own counsel at its sole cost and expense; provided that MedImmune the party or parties initiating such action shall be entitled to retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limitbalance, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between Allos, CRT, CU and Salford shall promptly notify the Parties, (i) Prosecuting Party pursuant other parties of any infringement known to 6.2.2 shall have it of the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection and shall provide the other parties with any Third Party Infringement Claimthe available evidence, if any, of such infringement. Allos, at Prosecuting Party’s its sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party determine the appropriate course of action to enforce the Licensed Patents or otherwise xxxxx the infringement thereof or to take (or refrain from taking) appropriate action to enforce the Licensed Patents. Allos shall make Commercially Reasonable Efforts to enforce the Licensed Patents taking into account all factors associated with such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewithactions. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune Allos shall have the right to join as control any litigation or other enforcement action relating to the Licensed Patents in the Field of Use and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patents; provided, however, that Allos shall not enter into any settlement that adversely affects the enforceability or validity of any of the Licensed Patents and shall consider, in good faith, the interests of the Licensors in any such settlement. Within ninety (90) days after notice of a party material and continuing infringement of the Licensed Patents, Allos shall notify each of the Licensors whether or not Allos intends to take action against the alleged infringer. If Allos notifies the Licensors that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such claiminfringement or file suit to enforce the Licensed Patents against each infringing party, suit or proceeding the Licensors shall have the right to take whatever action they Jointly deem appropriate to enforce the Licensed Patents, including bringing and participate with controlling at its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claimexpense a legal action in which, suit or proceedingif legally necessary, including the response to any defense or defense of any counterclaim raised in connection therewithAllos may be a named plaintiff. If the Enforcing Licensors Jointly or individually control any such enforcement action, such party shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the Third Party of rights under the Licensed Patents, without the prior written consent of Allos. All monies recovered upon the final judgment or its designee does not take commercially settlement of any such suit to enforce the Licensed Patents shall be allocated among the parties as follows: (a) first to pay the reasonable steps expenses of the party (or parties) controlling the enforcement action or rendering assistance to prosecute such party (or parties); and (b) second the remainder will be considered “Net Sales” and an Infringement appropriate royalty will be paid to the Licensors pursuant to Section 4.6 above; and (c) the remainder will be retained by the party controlling the enforcement (or divided evenly among all parties controlling such action, as applicable). Each party shall reasonably cooperate with the other party in the Field (x) within [***] days following planning and execution of any action to enforce the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is Licensed Patents; provided, [***] Business Days before however, the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements party (or parties) controlling the enforcement action shall reimburse the other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (parties their reasonable expenses, including legal fees, incurred in connection with such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringementcooperation.

Enforcement of Patents. (a) In the event that either Party or any of its Affiliates becomes aware of an actual or suspected infringement or unauthorized use, as applicable, of a Sanofi Core Patent, a Regeneron Core Patent or a Joint Patent, in each case, by a Third Party’s activities in the Territory (a “Patent Infringement”), the Party that became aware of the Patent Infringement shall notify the other Party in writing within five (5) Business Days and shall provide such other Party with all available evidence supporting such Patent Infringement. As soon as reasonably practicable after the receipt of such notice, the Parties shall meet and consider the appropriate course of action with respect to such Patent Infringement. (b) With respect to any Patent Infringement, (i) Regeneron shall have the first right (and, with respect to the Regeneron Core Patents in the Regeneron Territory, the sole right) to bring and control any action or proceeding (including, subject to Section 11.1(c), any settlement) with respect to Patent Infringement of any Regeneron Managed Patent at Regeneron’s costs and expenses, and (ii) Sanofi shall have the first right (and, with respect to the Sanofi Core Patents in the Sanofi Territory, the sole right) to bring and control any action or proceeding (including, subject to Section 11.1(c), any settlement) with respect to Patent Infringement of any Sanofi Managed Patent at Sanofi’s costs and expenses (the Party with the first right or the sole right being referred to as the “Lead Enforcement Party”); provided, however, that the Parties shall ensure that there is proper communication and coordination of activities between the Parties. If the Lead Enforcement Party has the first right (but not the sole right) and fails to bring any such action or proceeding with respect to Patent Infringement of the applicable Patent by a Third Party within sixty (60) days following notice of the alleged Patent Infringement (or such other period of time as may be required by applicable Law), the non-Lead Enforcement Party shall have the right to bring and control any such action at its own cost and expense by providing written notice to the other Party (the Party who controls the litigation to be referred to as the “Enforcing Party”). The non-Enforcing Party will provide reasonable assistance to the Enforcing Party in prosecuting any action, and if required by applicable Law, will join in the action at the Enforcing Party’s cost and expense. Although the Enforcing Party has the right to select counsel of its own choice, it shall first consult with the other Party and consider in good faith the recommendations of the other Party. The non-Enforcing Party shall have the right to join in any litigation using counsel of its choice at its sole discretion and cost and expense, subject to Section 11.1(c). The amount of any recovery from any such Patent Infringement action shall be [* * *]. (c) If the Enforcing Party is the Lead Enforcement Party, then, subject to Section 11.4(c), the Lead Enforcement Party has the right to settle any Patent Infringement suit [* * *]. If the Enforcing Party is not the Lead Enforcement Party, then the Enforcing Party [* * *]. (d) For the avoidance of doubt, as between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have Regeneron has the sole right, but not the obligation, to prosecute Infringement bring and control at its cost and expense any action or proceeding (including any settlement) with respect to any actual or suspected infringement or unauthorized use of a Regeneron Background Patent by a Third Party’s activities in the Non-Exclusive Licensed TechnologyTerritory and (ii) Sanofi has the sole right, including as a defense or counterclaim in connection with any Third Party Infringement Claimbut not the obligation, to bring and control at MedImmune’s sole its cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting expense any Infringement pursuant to the foregoing sentence action or proceeding (including any settlement) with respect to any actual or suspected infringement or unauthorized use of a Sanofi Background Patent shall be the “Enforcing by a Third Party.” In the event MedImmune prosecutes any such Infringement in the Field ’s activities in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 As between VBL and Licensee, (x) VBL shall have the first right, right (but not the obligation, ) to prosecute take the appropriate steps to enforce or defend any Infringement with respect to Patent within the Exclusive Licensed VBL Patents including as and any Collaboration Patents against infringement by a defense or counterclaim in connection with any Third Party Infringement Claimthat is conducting the manufacture, at Prosecuting Party’s sole cost and expensesale, using counsel use, offer for sale or import of Prosecuting Party’s choice any pharmaceutical product, whether inside or outside of the Territory, and (iiy) MedImmune Licensee shall have the sole right, and primary right (but not the obligation, ) to prosecute Infringement with respect take the appropriate steps to enforce or defend any Patent within the Non-Exclusive Licensed Technology, including as Licensee Patents in or outside of the Territory against infringement by a defense or counterclaim in connection with any Third Party Infringement Claimthat is conducting the manufacture, at MedImmune’s sole cost sale, use, offer for sale or import of any pharmaceutical product in the Territory. The enforcing Party may take steps including the initiation, prosecution and expensecontrol of any suit, using proceeding or other legal action by counsel of its choiceown choice and shall bear the costs of such enforcement or defense, as applicable. For purposes of this Section 6.3Notwithstanding the foregoing, the other Party prosecuting will have the right, at its own expense, to be represented in any Infringement such action by counsel of its own choice. (ii) If, pursuant to Section 9.3.2(b)(i), VBL fails to institute such litigation or otherwise take steps to remedy the foregoing sentence with respect infringement of an VBL Patent or a Collaboration Patent within one hundred eighty (180) days of the date one Party has provided notice to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any other Party pursuant to Section 9.3.2(a) of such Infringement in the Field in the Territoryinfringement or claim, then Licensee shall have the right (but not the obligation), at its own expense, to join as a party to bring any such claimsuit, suit action or proceeding and participate with by counsel of its own counsel choice and VBL will have the right, at its sole cost and own expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised be represented in connection therewith. In the event Licensee prosecutes any such Infringement action by counsel of its own choice. Notwithstanding anything to the contrary contained herein, in the Field in the Territory, MedImmune no event shall Licensee have the any right to join as a party to such claimbring any suit, suit action or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement any matter involving infringement of an VBL Manufacturing Patent, or (y) provided such date occurs after a Patent outside the first such notice of such Infringement is provided, [***] Business Days before Territory or outside the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such InfringementField.

Enforcement of Patents. As between (a) Within the PartiesTerritory, with respect to the alleged infringement by a Third Party of a Patent that is MedImmune Collaboration Technology or MedImmune Process Technology or Independent MedImmune Technology licensed to Micromet under this Agreement (ia “Product Patent”) Prosecuting Party pursuant to 6.2.2 shall by making, using, selling, importing or offering for sale a Licensed Product (a “Product Infringement”), with the prior written consent of MedImmune, which consent may be granted or withheld in the sole discretion of MedImmune, Micromet will have the first right, right (but not the obligation, ) to prosecute any Infringement bring an infringement action or proceeding with respect to a Product Infringement at the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claimcost and expense of Micromet, by counsel of its own choice. MedImmune will have the right, at Prosecuting Party’s sole its own cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim be represented in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using such action by counsel of its own choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant If Micromet fails to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any bring such Infringement an action in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) Territory within [***] days following the first notice provided above with respect to such Infringement or ](y) provided such date occurs after the first such notice of such Infringement is provided, [***])[***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes firstwritten notice thereof from MedImmune to Micromet, then MedImmune will have the right to bring such action at the cost and expense of MedImmune with counsel selected by MedImmune. Micromet, at its cost and expense, will have the right to be represented by counsel in any such action brought by MedImmune. (1b) If one Party brings any enforcement action or proceeding under this Section 7 with respect to a Product Infringement, the Enforcing other Party shall so notify agrees to be joined as party plaintiff if necessary to prosecute the non-Enforcing action or proceeding and to give the first Party reasonable assistance and (2) subject authority to file and prosecute the suit; provided, however, that neither Party will be required to transfer any right, title or interest in or to any rights property to the other Party or any other party to confer standing on a Party hereunder. The Party bringing the action will have the right to control such action, including the settlement thereof, provided, however, that no settlement will be made that adversely affects the validity, enforceability or scope of any Third Parties under any In-License Agreements (a Patent within MedImmune Collaboration Technology or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (MedImmune Process Technology or Independent MedImmune Technology unless agreed to in writing by both Parties, such consent agreement not to be unreasonably withheld, conditioned delayed or delayedconditioned. Any damages or other monetary awards recovered pursuant to any suit, proceeding or other legal action taken under this Section 7.2 will be allocated first to the costs and expenses of the Party bringing suit, and second to the costs and expenses (if any) of the other Party that were authorized by the Party bringing the suit, with any remaining amounts (if any) to be allocated to the Party bringing suit and if the amount is allocated to Micromet, such amount will be Net Sales subject to royalty under this Agreement. *** 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. Under 17 C.F.R. §§ 200.80(b)(4), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.240.24b-2

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall As between Hengrui and Incyte, Incyte will have the first right, right (but not the obligation) to take the appropriate steps to enforce or defend any Patent within the Hengrui Patents and Joint Patents against infringement by a Third Party that is conducting the manufacture, sale, use, offer for sale or import of any pharmaceutical product in the Incyte Territory and nullity actions and opposition proceedings in the Incyte Territory, provided that Incyte provides copies of all material correspondence from the opposing party and from the court adjudicating the dispute and Hengrui shall be provided with draft pleadings and motions prior to prosecute submission and any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim settlement offers and documentation in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost such enforcement and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join suggest patent counsel, which suggestion shall be considered by Incyte in good faith and Incyte shall bear the costs of such enforcement or defense, as a party applicable. Notwithstanding the foregoing and to such claimthe extent legally possible, suit or proceeding and participate with Hengrui will have the right, at its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised be represented in connection therewith. In the event Licensee prosecutes any such Infringement action by counsel of its own choice. Hengrui shall make any declaration and execute any document necessary for Incyte to take the steps set out in the Field in the Territoryfirst sentence of this clause (i). (ii) If, MedImmune shall have the right pursuant to join as a party Section 8.4.2(b)(i), Incyte fails to institute or defend such claim, suit litigation or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not otherwise take commercially reasonable steps to prosecute remedy the infringement of an Infringement in the Field (x) Hengrui Patent or a Joint Patent within [**] (or any shorter period required by applicable Law) of the date one Party has provided notice to the other Party pursuant to Section 8.4.2(a) of such infringement or claim, then Hengrui will have the right (but not the obligation), at its own expense, to bring or defend any such suit, action or proceeding by counsel of its own choice. Incyte will have the right, at its own expense, to be represented in any such action by counsel of its own choice. (iii) [**] days following the first notice provided above shall not have any right to bring any suit, action or proceeding with respect to such Infringement or (y) provided such date occurs after the first such notice infringement of such Infringement is provided, a [**] or a [**] Business Days before the time limitin [**]; provided, if anyhowever, set out that [**] shall inform, consult with and provide reasonable updates to [**] in appropriate laws and regulations for filing of connection with any such actionssuit, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (action or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement proceeding in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement[**].

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 the Parties shall have the first right, but not the obligation, coordinate with each other to prosecute any Infringement in the Territory with respect to the Exclusive Nabriva Patents that claim the composition of matter of the Licensed Patents Compound or any Licensed Product, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole and share the cost and expense, using counsel of Prosecuting Party’s choice and ; (ii) MedImmune Nabriva shall have the sole first right, but not the obligation, to prosecute Infringement with respect to any other Nabriva Patents in the Non-Exclusive Licensed TechnologyTerritory or Joint Patents outside the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmuneNabriva’s own cost and expenses, using counsel of its choice; (iii) Licensee shall have the first right, but not the obligation, to prosecute Infringement with respect to the Licensee Patents worldwide or Joint Patents in the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Licensee’s sole cost and expense, using counsel of its choice, and any recovery realized as a result of such a prosecution action shall be subject to Clause 6.3(d) (Recovery). For purposes of this Section 6.3Clause 6.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” . In the event MedImmune Nabriva prosecutes any such Infringement in the Field in the TerritoryTerritory pursuant to (ii) above, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune Nabriva shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territorypursuant to (iii) above, MedImmune Nabriva shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field under (xii) or (iii) above (A) within [***] days following the first notice provided above with respect to such Infringement or (yB) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1i) the Enforcing Party shall so notify the non-Enforcing Party and (2ii) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. (a) If any Patent is allegedly or actually infringed by any Person in a manner relating to the Product, the Party first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. (b) As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 [*] shall have the first right, but not the obligation, to prosecute control the prosecution of any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim infringement described in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune this Section 4.3(a). [*] shall have the sole right, at its own expense, to be represented in any such action by counsel of its own choice. If [*] does not initiate an infringement action within [*] days (or [*] days in the case of an action brought under the Xxxxx-Xxxxxx Act or within the timeframe of any other relevant regulatory or statutory framework that may govern) of learning of the infringement, [*] shall have the right, but not the obligation, to prosecute Infringement bring such an action solely (i) with respect to any Glenmark Invention Patent or Joint Invention Patent in any country included in the Glenmark Territory and, (ii) subject to the prior written consent of [*], with respect to any Glenmark Invention Patent or Joint Invention Patent in countries outside the Glenmark Territory; provided that, if the Patent at issue is the only patent protecting the Product, [*] shall in any event consult with [*] with respect to any such action and shall obtain [*]’s written consent prior to taking any steps in respect of such action. [*] shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (c) In the event that a Party entitled to bring an infringement action does so in accordance with this Section 4.3(a), the other Party shall cooperate fully, including furnishing of a power of attorney, being joined as a party plaintiff or indispensable party in such action, providing access to relevant documents and other evidence, and making its employees available at reasonable business hours. If a Party pursues an action against such alleged infringement, it shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken to preclude such infringement. (d) Any costs and expenses relating to any enforcement action commenced pursuant to this Section 4.3 by [*] shall be borne by [*]. Any costs and expenses relating to any enforcement action commenced pursuant to this Section 4.3 by [*] shall be borne by [*]. Any damages or other amounts collected shall be first allocated to reimburse the Parties for their costs and expenses in making such recovery (which amounts shall be allocated pro rata if insufficient to cover the totality of such expenses). Any remainder after such reimbursement is made shall be [*]; provided, however, that to the extent that any award or settlement (whether by judgment or otherwise) is attributable to loss of sales or profits with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3Product, the Party prosecuting any Infringement pursuant Parties shall negotiate in good faith an appropriate allocation of such remainder to reflect the foregoing sentence economic interests of the Parties under this Agreement with respect to a Patent shall be the “Enforcing PartyProduct.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyAstraZeneca Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense[***], using counsel of its Licensee’s choice. For purposes of this Section 6.35.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune Licensee prosecutes any such Infringement in the Field in the Territory, Licensee AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that MedImmune Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee AstraZeneca prosecutes any such Infringement in the Field in the Territory, MedImmune Licensee shall have the right to join as a party to such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that Licensee AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense[***], whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Insmed shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed AstraZeneca Patents, Insmed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyJoint Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmuneInsmed’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.38.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune Insmed prosecutes any such Infringement in the Field in the Territory, Licensee AstraZeneca shall have the right to join as and shall join if it is a necessary party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune Insmed shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee AstraZeneca prosecutes any such Infringement in the Field in the Territory, MedImmune Insmed shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may Party shall, at its sole cost and expense, have the right in its sole discretion to prosecute such alleged or threatened infringement in the Field at its sole cost and expenseor take other appropriate action in the name of either Party or both Parties, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Enforcement of Patents. As between 10.4.1 In the Partiesevent that either GSK or HGS becomes aware of any infringement of any issued patent with the Collaboration Technology which infringement involves the Collaboration Product, it will notify the other Party in writing to that effect within thirty (i30) Prosecuting Party pursuant days. Any such notice shall include evidence to 6.2.2 support an allegation of infringement by such Third Party. 10.4.2 HGS shall have the first right (but not the obligation), using counsel approved by both Parties, to bring suit to xxxxx any infringement or misappropriation of the HGS Existing Patent Rights, Joint Arising Patent Rights and HGS Arising Patent Rights. HGS and GSK shall work together to determine strategies with regard to any such suit and HGS shall provide to GSK copies of all draft filings and take into account GSK’s comments on such filings. Both Parties will share the costs and expenses of any suit initiated by HGS pursuant to this Section 10.4.2 [***]. Any recovery or damages derived from such an action or suit shall be deemed Net Profits and will be shared by the Parties in accordance with Section 6.2. 10.4.3 If HGS does not initiate a suit to xxxxx any infringement or misappropriation in accordance with Section 10.4.2 within [***] after receiving notice thereof, GSK shall have the right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice its choice, to bring suit to xxxxx any infringement or misappropriation of the HGS Existing Patent Rights, the Joint Arising Patent Rights or the HGS Arising Patent Rights. The Parties will share the costs and (ii) MedImmune expenses of any suit initiated by GSK pursuant to this Section 10.4.3 [***]. Any recovery or damages derived from such an action or suit shall be deemed Net Profits and shall be shared by the Parties in accordance with Section 6.2. 10.4.4 GSK shall have the sole right (but not the obligation) to bring suit to xxxxx any infringement or misappropriation of the GSK Arising Patent Rights. HGS will reasonably cooperate with GSK in preparing and presenting any such action or suit. Both parties will share the costs and expenses of any suit brought by GSK pursuant to this Section 10.4.4 [***]. Any recovery or damages derived from such an action or suit shall be deemed Net Profits and will be shared by the Parties in accordance with Section 6.2. 10.4.5 If GSK does not initiate a suit to xxxxx any infringement in accordance with Section 10.4.4 above within [***] after receiving notice thereof, HGS shall have the right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice, to bring suit to xxxxx any infringement or misappropriation of the GSK Arising Patent Rights. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence GSK will reasonably cooperate with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes HGS in preparing and presenting any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding action. The Parties will share the costs and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within expenses [***] days following the first notice provided above with respect INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. of any suit initiated by HGS pursuant to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, this Section 10.4.5 [***] Business Days before ]. Any recovery or damages derived from such an action or suit shall be deemed Net Profits and will be shared by the time limit, if any, set out Parties in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) accordance with Section 6.2. 10.4.6 Neither Party may enter into any settlement without the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as prior consent of the Effective Date) and upon the Enforcing other Party’s written consent (such consent , which shall not to be unreasonably withheld, conditioned and may not make any statement, which admits that any of the Collaboration Technology licensed hereunder is invalid or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringementunenforceable.