Common use of Enforcement Rights Clause in Contracts

Enforcement Rights. Cutia has the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in Infringement in the Cutia Territory. If Cutia elects to commence a suit to enforce such patent rights against such Infringement, then Foamix may join such enforcement action upon notice to Cutia, and in this case the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix that it does not intend to commence a suit to enforce the applicable Foamix Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of one hundred twenty (120) days, then Foamix may commence such a suit or take such action, at its sole cost and expense; provided that, in no event shall Cutia take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents in the Foamix Territory. If Foamix believes in good faith that the commencement of any such suit or action by Cutia would reasonably be likely to have such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.

Enforcement Rights. Cutia has For any Allos Territory Infringement, each Party shall share with the other Party all Information available to it regarding such actual or alleged infringement. Allos shall have the sole right, but not the obligation, to bring an appropriate suit [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or other action against any person or entity engaged in such Allos Territory Infringement, at Allos’ cost and expense, if such Allos Territory Infringement involves only Allos Patents. As between the Parties, Allos shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person person or entity engaged in such Allos Territory Infringement, at Allos’ cost and expense, if such Allos Territory Infringement in involves Joint Patents or Mundipharma Patents. Allos shall have a period of ninety (90) days after its receipt or delivery of notice under Section 8.5(a) to elect to so enforce the Cutia TerritoryJoint Patents or Mundipharma Patents against such Allos Territory Infringement (or to settle or otherwise secure the abatement of such Allos Territory Infringement). If Cutia elects to commence a suit to enforce such patent rights against such Infringement, then Foamix may join such enforcement action upon notice to Cutia, and in this case the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix that it does not intend Allos fails to commence a suit to enforce the applicable Foamix Licensed Patent Joint Patents or Mundipharma Patents against such Allos Territory Infringement or to take other action to settle or otherwise secure the abatement of such Infringement, or fails to take any Allos Territory Infringement within such action after a period of one hundred twenty (120) daysperiod, then Foamix may Mundipharma shall have the right, but not the obligation, to commence such a suit or take action to enforce such action, Joint Patents or Mundipharma Patents against such Allos Territory Infringement at its sole own cost and expense; provided that. In this case, Allos shall take appropriate actions in no event shall Cutia order to enable Mundipharma to commence a suit or take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents actions set forth in the Foamix Territorypreceding sentence. If Foamix believes in good faith that the commencement of any such neither Allos nor Mundipharma commences a suit or takes action by Cutia would reasonably be likely to have enforce the PDX Patents, the PDX Licensor may elect to take such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territoryenforcement action.

Enforcement Rights. Cutia has Apollomics shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of: (A) any GlycoMimetics Licensed Patent or Joint Patent in the Cutia Apollomics Territory, or (B) any Apollomics Patents worldwide, at Apollomics’ sole cost and expense. GlycoMimetics shall have the first right, but not obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any Joint Patent in the GlycoMimetics Territory. GlycoMimetics shall have the sole right, but not obligation, to bring an appropriate suit or other action against any Person engaged in the Infringement of any GlycoMimetics Licensed Patent in the GlycoMimetics Territory. If Cutia the party bringing an Infringement suit or other action (the “Enforcing Party”) elects to commence a suit to enforce such patent rights against such Infringement, then Foamix may the non-Enforcing Party shall have the right to join such enforcement action upon notice to Cutiathe Enforcing Party, and in this case the Parties shall share the cost and expense of such enforcement action equallyequally (provided that, Apollomics shall not have the right to join an enforcement action of the GlycoMimetics Licensed Patents in the GlycoMimetics Territory). If Cutia the Party with the right to bring suit, pursuant to this Section 9.4(b), notifies Foamix the other Party that it does not intend to commence a suit to enforce the applicable Foamix Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of one hundred twenty thirty (12030) days, then Foamix may then, to the extent that such Infringement results from a Third Party’s use or sale of a product that competes with a Licensed Product in the Field and in the other Party’s respective Territory, such Party shall have the right, but not the obligation, to commence such a suit or take such action, at its sole cost and expense; provided that, in no event shall Cutia Apollomics take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix GlycoMimetics Licensed Patents or Joint Patents in the Foamix GlycoMimetics Territory and Apollomics shall not have the right to commence such a suit or take such action regarding Infringement of any GlycoMimetics Licensed Patent in the GlycoMimetics Territory. If Foamix GlycoMimetics believes in good faith that the commencement of any such suit or action by Cutia Apollomics would reasonably be likely to have such an impact, then Cutia Apollomics shall not have the right to commence or continue such suit or action without the prior written consent of FoamixGlycoMimetics. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.

Enforcement Rights. Cutia has During the Term and subject to the remainder of this Section 8.5(b), Sanofi shall have the first right to initiate, prosecute and control legal proceedings against any person or entity engaged in a Product Infringement of the Vivus Patents in the Sanofi Territory (the “Enforcement Right”). The foregoing exercise of the Enforcement Right shall be at Sanofi’s sole expense. If Sanofi decides not to bring such legal action, or if Sanofi fails to initiate such legal action by the Action Date, Vivus shall have the right, but not the obligation, to bring an appropriate commence a suit or other take action against any Person engaged in to enforce the applicable Vivus Patent or Joint Patent with respect to such Product Infringement in the Cutia Sanofi Territory, at its own expense. If Cutia elects Each Party shall provide to commence a suit to enforce the Party enforcing any such patent rights against under this Section 8.5(b) reasonable assistance in such Infringementenforcement, then Foamix may join such enforcement action upon notice to Cutia, and in this case at the Parties shall share the cost request of and expense of such enforcing Party, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. Additionally, to the extent requested by Sanofi, Vivus agrees to exercise its right under the MTPC Agreement to require MTPC to cooperate in any enforcement by or on behalf of Sanofi pursuant to Section 8.5(b), including being joined as a party to such action equallyif necessary. If Cutia notifies Foamix that it does not intend to commence a suit to enforce The enforcing Party shall keep the applicable Foamix Licensed Patent against such Infringement or to take other action to secure Party reasonably and regularly informed of the abatement status and progress of such Infringementenforcement efforts, or fails to take and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall have the right to be represented in any action after a period brought under this Section 8.5(b) by counsel of one hundred twenty (120) daysits choice and at its own expense. For clarity, then Foamix may commence such a suit or take such as between the Parties, Vivus shall have the exclusive right to bring, control, and/or settle any legal action, at its sole cost own expense, as it reasonably determines appropriate and expense; provided thatby counsel of its own choice, in no connection with any actual, alleged, or threatened infringement of any Patent Controlled by Vivus that occurs in the Vivus Territory. In the event Vivus elects to bring any legal action in connection with any actual, alleged, or threatened infringement of a Vivus Patent that occurs in the Sanofi Territory but is not a Product Infringement, Vivus shall Cutia take any action (i) use counsel that is likely approved by Sanofi, such approval not to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents be unreasonably withheld, and (ii) prior to bringing any such action in the Foamix Sanofi Territory. If Foamix believes in good faith that the commencement of any , obtain Sanofi’s agreement, not to be unreasonably withheld, on legal strategies and defenses for such suit or action by Cutia would reasonably be likely to have such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territoryaction.

Enforcement Rights. Cutia has Each Party shall share with the other Party all Information available to it regarding such alleged Infringement, [ * ] Eagle shall have the first right, but not the obligation, to bring and control an appropriate suit or other action against any Person engaged in such Infringement of an Eagle Licensed Patent (including as part of any enforcement action against infringement of any Eagle Patent globally) and SymBio shall have the first right, but not the obligation, to bring and control an appropriate suit or other action against any Person engaged in the Cutia Territorysuch Infringement of a SymBio Collaboration Patent. If Cutia elects to commence a suit to enforce such patent rights against such Infringement, then Foamix may join such the Party with the first enforcement action upon notice to Cutia, and in this case right notifies the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix other Party that it does not intend to commence a suit to enforce the applicable Foamix Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or or, within ninety (90) days following notice of such Infringement, such Party fails to commence a suit or take any such other action after and does not provide the other Party reasonable reasons why such suit has not been commenced or other action has not been taken within such 90-day period then, subject to the remainder of this Section 9.3(b), (i) in the case of Infringement of a period of one hundred twenty (120) daysSymBio Collaboration Patent, then Foamix may Eagle shall have the right, but not the obligation, to commence and control such a suit or take such action, at its sole cost and expense; provided that, in no event shall Cutia take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents (ii) in the Foamix case of Infringement of an Eagle Licensed Patent, to the extent that such Infringement is resulting from a Third Party’s activities in respect of a product that competes with the Licensed Product in the Field in the SymBio Territory, SymBio shall have the right, but not the obligation, to commence and control such a suit or take such action. If Foamix believes In the event that a Party elects to commence a suit or take other action as provided in good faith that the commencement of any preceding sentence, the other Party shall take appropriate actions in order to enable such Party to commence such suit or take such action. Notwithstanding the foregoing, if the Parties mutually agree that it would be beneficial jointly to enforce an Eagle Licensed Patent or SymBio Collaboration Patent against such Infringement in the SymBio Territory, Eagle shall control such joint enforcement action by Cutia would reasonably be likely unless the Parties mutually agree otherwise. Neither Party shall have the right to have such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix[ * ] under this Agreement. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party[ * ]. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.nothing herein shall restrict [ * ]

Enforcement Rights. Cutia has Lilly shall have the first right, but not the obligation, to bring an appropriate claim, suit or other action against any Person person or entity engaged in Product Infringement in the Cutia Territory. If Cutia elects to commence of a suit to enforce [*] Patent, Rigel Patent (where such patent rights against such InfringementRigel Patent also includes a Valid Claim Covering a Compound or Product), then Foamix may join such enforcement action upon notice to Cutiaor Joint Patent, and in this case the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix that it does not intend to commence a suit to enforce the applicable Foamix Licensed Patent against such Infringement or to take other action to secure the abatement of such Infringement, or fails to take any such action after a period of one hundred twenty (120) days, then Foamix may commence such a suit or take such action, at its sole cost and expense; provided that, in no event shall Cutia take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents in the Foamix Territory. If Foamix believes in good faith that the commencement of any such suit or action by Cutia would reasonably be likely to have such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right right, but not the obligation, to bring an appropriate claim, suit or other action against any Person person or entity engaged in Product Infringement of a Lilly Patent in the Foamix Territory. Lilly shall have a period of [*] days after its receipt or delivery of such notice and evidence (as applicable), or if shorter, until [*] Business Days before the time limit, if any, set forth in the Applicable Laws for filing of such claim, suit or other action, to enforce such [*] Patent, Rigel Patent, or Joint Patent against such Third Party. In the event Lilly does not so commence such enforcement within such time period, it shall notify Rigel in writing as soon as possible, no later than the date on which such period expires, and Rigel shall have the right to commence a suit or take action to enforce the applicable [*]Patent, Rigel Patent, or Joint Patent with respect to such Product Infringement (but not, for clarity, enforcement of any Lilly Patent). The other Party shall provide to the Party enforcing any such Patents under this Section 9.4(b) (Enforcement Rights) reasonable assistance in such enforcement, at the enforcing Party’s request and expense, including joining such claim, suit or action as a party plaintiff, if required by Applicable Law, to pursue such claim, suit or action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts.

Enforcement Rights. Cutia has Each Party shall share with the other Party all Information available to it regarding such alleged Infringement, pursuant to a mutually agreeable “common interest agreement” executed by the Parties under which the Parties agree to their shared, mutual interest in the outcome of any suit to enforce the Synergy Licensed Patents against such Infringement. Synergy shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in Infringement in the Cutia Territorysuch Infringement, at Synergy’s cost and expense. If Cutia Synergy elects to commence a suit to enforce such patent rights the applicable Synergy Licensed Patents against such Infringement, then Foamix may Luoxin shall have the right to join such enforcement action upon notice to CutiaSynergy, and in this case the Parties shall share the cost and expense of such enforcement action equally. [*] 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 portion. If Cutia Synergy notifies Foamix Luoxin that it does not intend to commence a suit to enforce the applicable Foamix Synergy Licensed Patent Patents against such Infringement or to take other action to secure the abatement of such Infringement or if Synergy does not take any actions within three (3) months upon knowledge of such Infringement, then, to the extent that such Infringement is resulting from a Third Party’s use or fails sale of a product that competes with a Licensed Product in the Field and in the Luoxin Territory, Luoxin shall have the right, but not the obligation, to take any such action after a period of one hundred twenty (120) days, then Foamix may commence such a suit or take such action, at its sole Luoxin’s cost and expense; expense (provided that, in no event shall Cutia take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents in the Foamix Territory. If Foamix if Synergy believes in good faith that the commencement of any such suit or action by Cutia Luoxin would reasonably be likely to have a negative impact on any similar action that Synergy is pursing against such an impactperson or entity, then Cutia Luoxin shall not have the right to commence or continue such suit or action without the prior written consent of FoamixSynergy). In additionsuch case, neither Synergy shall take appropriate actions in order to enable Luoxin to commence a suit or take the actions set forth in the preceding sentence. Neither Party shall settle any such suit or action in any manner that would negatively impact the Synergy Licensed Patents or that would limit or restrict the ability of the other Party Luoxin to sell the Licensed Products in its respective the Luoxin Territory without the prior written consent of such the other Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.

Enforcement Rights. Cutia has For any Allos Territory Infringement, each Party shall share with the other Party all Information available to it regarding such actual or alleged infringement. Allos shall have the sole right, but not the obligation, to bring an appropriate suit 57 [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. or other action against any person or entity engaged in such Allos Territory Infringement, at Allos' cost and expense, if such Allos Territory Infringement involves only Allos Patents. As between the Parties, Allos shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person person or entity engaged in such Allos Territory Infringement, at Allos' cost and expense, if such Allos Territory Infringement in involves Joint Patents or Mundipharma Patents. Allos shall have a period of ninety (90) days after its receipt or delivery of notice under Section 8.5(a) to elect to so enforce the Cutia TerritoryJoint Patents or Mundipharma Patents against such Allos Territory Infringement (or to settle or otherwise secure the abatement of such Allos Territory Infringement). If Cutia elects to commence a suit to enforce such patent rights against such Infringement, then Foamix may join such enforcement action upon notice to Cutia, and in this case the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix that it does not intend Allos fails to commence a suit to enforce the applicable Foamix Licensed Patent Joint Patents or Mundipharma Patents against such Allos Territory Infringement or to take other action to settle or otherwise secure the abatement of such Infringement, or fails to take any Allos Territory Infringement within such action after a period of one hundred twenty (120) daysperiod, then Foamix may Mundipharma shall have the right, but not the obligation, to commence such a suit or take action to enforce such action, Joint Patents or Mundipharma Patents against such Allos Territory Infringement at its sole own cost and expense; provided that. In this case, Allos shall take appropriate actions in no event shall Cutia order to enable Mundipharma to commence a suit or take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents actions set forth in the Foamix Territorypreceding sentence. If Foamix believes in good faith that the commencement of any such neither Allos nor Mundipharma commences a suit or takes action by Cutia would reasonably be likely to have enforce the PDX Patents, the PDX Licensor may elect to take such an impact, then Cutia shall not commence or continue such suit or action without the prior written consent of Foamix. In addition, neither Party shall settle any such suit or action in any manner that would limit or restrict the ability of the other Party to sell the Licensed Products in its respective Territory without the prior written consent of such Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territoryenforcement action.

Enforcement Rights. Cutia has Each Party shall share with the other Party all Information available to it regarding such alleged Infringement, pursuant to a mutually agreeable “common interest agreement” executed by the Parties under which the Parties agree to their shared, mutual interest in the outcome of any suit to enforce the Licensed Patents against such Infringement. KemPharm shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person person or entity engaged in Infringement in the Cutia Territorysuch Infringement, at [*]. If Cutia KemPharm elects to commence a suit to enforce such patent rights the applicable Licensed Patents against such Infringement, then Foamix may KVK shall have the right but not the obligation, to join such enforcement action upon notice to CutiaKemPharm, and in this case case, the Parties shall share [*] of the cost and expense of such enforcement action equallyaction. If Cutia KemPharm notifies Foamix KVK that it does not intend to commence a suit to enforce the applicable Foamix Licensed Patent Patents against such Infringement or to take other action to secure the abatement of such Infringement, then, to the extent that such Infringement is resulting from a Third Party’s use or fails sale of a product that (i) competes with a Licensed Product in the Field and in the Collaboration Territory and (ii) consists of a combination of benzhydrocodone and acetaminophen, KVK shall have the right, subject to take any such action after a period of one hundred twenty (120) daysthe foregoing, then Foamix may but not the obligation, to commence such a suit or take such action. In such case, at its sole cost and expense; provided that, in no event [*] related to such actions. KVK shall Cutia take any not have the right to commence such an action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents in the Foamix Territory. If Foamix without KemPharm’s consent if KemPharm believes in good faith that the commencement of any such suit or action by Cutia KVK would reasonably be likely to have a negative impact on any similar action that KemPharm is pursuing against such an impactperson or entity. In such case, then Cutia KemPharm shall not take reasonably appropriate actions in order to enable KVK to commence or continue such a suit or action without take the prior written consent of Foamixactions set forth in the preceding sentence. In addition, neither Neither Party shall settle any such suit or action in any manner that would negatively impact the Licensed Patents or that would limit or restrict the ability of the other Party KVK to sell the Licensed Products in its respective the Collaboration Territory without the prior written consent of such the other Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.

Enforcement Rights. Cutia has Each Party shall share with the other Party all Information available to it regarding such alleged Infringement, pursuant to a mutually agreeable “common interest agreement” executed by the Parties under which the Parties agree to their shared, mutual interest in the outcome of any suit to enforce the Aridis Licensed Patents against such Infringement. Aridis shall have the first right, but not the obligation, to bring an appropriate suit or other action against any Person engaged in Infringement in the Cutia Territorysuch Infringement, at Aridis’s cost and expense. If Cutia Aridis elects to commence a suit to enforce such patent rights the applicable Aridis Licensed Patents against such Infringement, then Foamix may SAMR shall have the right to join such enforcement action upon notice to CutiaAridis to the extent that such Infringement is resulting from a Third Party’s use or sale of a product that competes with a Licensed Product in the Applicable Territory, and in this case the Parties shall share the cost and expense of such enforcement action equally. If Cutia notifies Foamix that it Aridis does not intend to commence a suit to enforce the applicable Foamix Aridis Licensed Patent Patents against such Infringement or to take other action to secure the abatement of such Infringement, it shall so notify SAMR in due time, and then, to the extent that such Infringement is resulting from a Third Party’s use or fails sale of a product that competes with a Licensed Product in the Applicable Territory (and solely to take any such action after a period of one hundred twenty (120) daysextent). SAMR shall have the right, then Foamix may but not the obligation, to commence such a suit or take such action, at its sole SAMR’s cost and expense; expense (provided that, in no event shall Cutia take any action that is likely to materially or adversely impact the scope or enforceability of the Foamix Licensed Patents in the Foamix Territory. If Foamix if Aridis believes in good faith that the commencement of any such suit or action by Cutia SAMR would reasonably be likely to have a negative impact on any similar action that Aridis, its Affiliates or sublicensees is pursing against such an impactperson or entity, then Cutia SAMR shall not have the right to commence or continue such suit or action without the prior written consent of FoamixAridis). In additionsuch case, neither Party Aridis shall take appropriate actions in order to enable SAMR to commence a suit or take the actions set forth in the preceding sentence. SAMR shall not settle any such suit or action in any manner that would negatively impact the Aridis Licensed Patents and neither Party shall settle any such suit in a manner that would limit or restrict the ability of the other Party SAMR to sell the Licensed Products in its respective the Applicable Territory without the prior written consent of such the other Party. 222330578 v11 For clarity, Foamix has the sole right to bring an appropriate suit or other action against any Person engaged in Infringement in the Foamix Territory.