Common use of Infringement by a Third Party Clause in Contracts

Infringement by a Third Party. (A) In the event of Ascendis or the Licensee becoming aware of any suspected infringement or any unauthorised use by a Third Party of any of the Ascendis Patents, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or the Joint Program IP in the Field in the Territory, the Party becoming aware of the same shall promptly notify the other Party. (B) Where such suspected infringement or unauthorised use is of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IP), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense, have the exclusive right, but not the obligation, to take or threaten any legal action that it deems appropriate to halt such suspected infringement and to retain any amounts recovered in respect of such suspected infringement or unauthorised use. Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consent. (C) Where such suspected infringement or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IP), in each case in the Field in the Territory, the Licensee shall, at its own expense, have the first right, but not the obligation to take or threaten any legal action that it deems appropriate to halt such suspected infringement (provided that [***]). Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after the Licensee has recouped its expenses: the Licensee shall retain [***] percent ([***]%) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent. (D) If Ascendis wishes to take or threaten legal action and the Licensee has the first right to do so under Clause 13.1(C), but does not do so within [***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee). (E) Each Party shall provide to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such 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 important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court.

Infringement by a Third Party. (A) In the event that either party suspects or discovers that there is infringement of Ascendis or the Licensee becoming aware of any suspected infringement or any unauthorised use by a Third Party of any of the Ascendis Patents, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or the Joint Program IP Patent in the Field in the TerritoryTerritory involving a Product by a third party, the Party becoming aware party that suspects or discovers such infringement shall notify * Confidential treatment has been requested for marked portion the other in writing to that effect (an "Infringement Notice"), including with said written notice evidence establishing a case of infringement by such third party, and an identification of the same shall promptly notify jurisdictions in the other PartyTerritory in which such infringement is alleged to have occurred (the "Affected Territories"). (B) Where such suspected infringement or unauthorised use is of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IP), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense, Ethicon shall have the exclusive right, but not the obligation, to bring suit or other legal actions, in its own name and on its own behalf to the extent permitted by the law of the applicable jurisdiction, against any third party infringers of the Patents in the Affected Territories. If Ethicon undertakes such action against third party infringers, Focal shall cooperate with Ethicon to the extent necessary for the effective prosecution of such action and shall, at Focal's election, either (A) join as a party to such suit or other legal action, or (B) take such other action as may be necessary to enable Ethicon to bring such suit or threaten other legal action. To the extent that Focal is given the capacity under the UT Agreement to take actions against third party infringers, such capacity shall be made available to Ethicon. The right of Ethicon to undertake action against third party infringers shall terminate upon (A) Ethicon notifying Focal that it is withdrawing from any legal action challenge or suit of such third party infringers, (B) Ethicon notifying Focal that it deems appropriate to halt has resolved such suspected infringement and to retain any amounts recovered in respect of such suspected alleged infringement or unauthorised use. Termination and/or settlement of (C) Focal obtaining the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee), provided such termination or settlement does not impose a liability (monetary or otherwiseright to bring suit in its own name in accordance with Section 6(b)(ii)(C) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consentbelow. (C) Where such suspected Ethicon shall bear all the expenses of any infringement suit either brought by it, or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IP)initiated by Focal or a Focal licensee at Ethicon's behest, in each case in the Field in the Territory, the Licensee and shall, with respect to any damages (i) be entitled to retain all damages or other monies awarded or received in settlement of such suit up to the amount required to cover its reasonable out-of-pocket expenses in such suit and (ii) with respect to any excess amounts, shall split such remaining amount with Focal on the following basis - [*] to Ethicon, [*] to Focal. Focal and/or its Affiliates will cooperate with Ethicon in any such suit and shall have the right to consult with Ethicon and be represented by its counsel at its own expense. If, within one hundred eighty (180) days, or a shorter period if * Confidential treatment has been requested for marked portion mandated by local law, from the date of delivery of the Infringement Notice, Ethicon has not (A) notified Focal that it is withdrawing from any legal challenge or suit of such third party infringers, (B) notified Focal that it has resolved such alleged infringement or a discontinuance of such infringement, or (C) brought suit against the third party infringer, then Focal shall have the first right, in its sole discretion, but not the obligation obligation, to take bring such suit at its own expense and in its own name, if possible. Focal shall bear all the expenses of any suit brought by it and shall, with respect to any damages, (i) be entitled to retain all damages or threaten other monies awarded or received in settlement of such suit up to the amount required to cover its reasonable out-of-pocket expenses in such suit and (ii) with respect to any legal action that it deems appropriate to halt excess amounts, shall split such suspected infringement (provided that remaining amount with Ethicon on the following basis - [***]). Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after the Licensee has recouped its expenses: the Licensee shall retain ] to Focal,[***] percent ([***]%) to Ethicon. Ethicon shall cooperate with Focal in any such suit and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of have the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent. (D) If Ascendis wishes to take or threaten legal action and the Licensee has the first right to do so under Clause 13.1(C), but does not do so within [***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action consult with Focal and the Licensee shall, be represented by its counsel at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee)own expense. (E) Each Party shall provide to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such 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 important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court.

Infringement by a Third Party. (A) In the event of Ascendis or the Licensee becoming aware of any suspected infringement or any unauthorised use by a Third Party of any of the Ascendis Patents, Ascendis Technical Information, Ascendis Program IPImprovements, Licensee Program IPTechnology, Licensee Improvements, Process Inventions, Licensed Product Patents and/or the Joint Program IP Improvements in the Field or Diabetic Retinopathy in the Territory, the Party becoming aware of the same shall promptly notify the other Party. (B) Where such suspected infringement or unauthorised use is of the Ascendis Patents or Patents, Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IP)Improvements, in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense[***], have the exclusive right, but not the obligation, to take or threaten any legal action that it deems appropriate to halt such suspected infringement and to retain any amounts recovered [***] in respect of such suspected infringement or unauthorised use. Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consent. (C) Where such suspected infringement or unauthorised use is of the Licensed Product Patents, Ascendis Patents Patents, Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IP)Improvements, in each case, Controlled by Ascendis, in each case in the Field in the TerritoryField, the Licensee shall, at its own expense, have the first right, but not the obligation to take or threaten any legal action that it deems appropriate to halt such suspected infringement (provided that [***])infringement. Each Party shall retain the following percent per cent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after the Licensee has recouped its expenses: the Licensee shall retain [***] percent ([***]%) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent[***]. (D) If Ascendis wishes to take or threaten legal action and the Licensee has the first right to do so under Clause 13.1(C), but does not do so within [***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the have conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent per cent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: then Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at [***]. [***] Certain information in this document has been omitted and filed separately with the sole discretion of Ascendis (i.e., without the prior consent of the Licensee). (E) Each Party shall provide Securities and Exchange Commission. Confidential treatment has been requested with respect to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such 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 important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent courtomitted portions.

Infringement by a Third Party. (Aa) In the event of Ascendis or the Licensee becoming aware Par and Alfacell shall inform each other promptly in writing of any alleged or suspected infringement or any unauthorised use by a Third Party in the Territory of any of Alfacell Patent that could reasonably be expected to have an adverse effect on the Ascendis Patents, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or Commercialization or value of the Joint Program IP in the Field Product in the Territory, the Party becoming aware and of the same shall promptly notify the other Partyany available evidence thereof. (Bb) Where such suspected infringement or unauthorised use is of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IPSubject to Sections 9.3(c), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense, have the exclusive right, but not the obligation, to take or threaten any legal action that it deems appropriate to halt such suspected infringement and to retain any amounts recovered in respect of such suspected infringement or unauthorised use. Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee9.3(d), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consent. (C) Where such suspected infringement or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IPand 9.3(e), in each case in the Field in the Territory, the Licensee shall, at its own expense, Par shall have the first right, but not the obligation obligation, at its sole option and expense, to take or threaten any legal action that it deems appropriate to halt such suspected prosecute the infringement (provided that [***]). Each by a Third Party shall retain in the following percent Territory of any remaining amounts recovered Alfacell Patent that could reasonably be expected to have an adverse effect on the Commercialization or value of the Product in the Territory. (c) If a Third Party so infringes (or constructively infringes by filing an application for regulatory approval with the FDA) an Alfacell Patent, or if a declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Alfacell Patent, shall be brought by a Third Party in the Territory against Par or against Alfacell or both of them (applicable to Ranpirnase, Product or Competing Product), or a Citizen’s Petition in respect of the Product shall have been filed with the FDA (each of the foregoing, a “Product Infringement”), then the Parties shall discuss whether or not to institute an infringement action (and/or defend against applicable declaratory judgment actions) with respect to such suspected infringement Product Infringement (and any legally or unauthorised use after commercially relevant belief by Alfacell that it is in the Licensee has recouped its expenses: the Licensee Parties’ interest to not institute such action shall retain [***] percent ([***]%be considered in good faith by Par). Subject to Sections 9.3(b) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis9.3(d), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent. (D) If Ascendis wishes to take or threaten legal action and the Licensee has Par shall have the first right to do so under Clause 13.1(Cinstitute such a suit and control the prosecution, settlement or compromise thereof (including defense of applicable declaratory judgment actions); provided, however, that no such settlement, compromise, consent judgment or other voluntary final disposition of any Product Infringement action which invalidates or restricts any Valid Claim(s) Owned or Controlled by Alfacell may be entered into by Par without the prior written consent of Alfacell, which consent shall not be unreasonably withheld. At Par’s option, Alfacell shall agree to be joined as a party, or otherwise initiate suit if necessary, in such Product Infringement action and Par and Alfacell shall execute all papers and perform such acts as may be reasonably required to accomplish the same, at the sole expense of Par; provided, however, that Alfacell’s joining of or participation in such action shall not affect Par’s control thereof in accordance with this Section 9.3(c). Alfacell shall, at the reasonable request of Par, provide reasonable cooperation and use its Commercially Reasonable Efforts to have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like that Alfacell’s counsel agrees should be provided to Par, regardless of whether Alfacell has joined such suit. Alfacell shall have the right to join such action and/or select, at Alfacell’s expense, separate counsel to participate in such suit on Alfacell’s behalf. (d) Within ninety (90) days of being notified of alleged or suspected Product Infringement, Par shall either (i) institute a suit for Product Infringement pursuant to Section 9.3(c) or (ii) notify Alfacell that it has a good faith belief that it is in the Parties’ interest to not institute such suit within such time and Par shall provide to Alfacell a reasoned legal and/or commercial basis for not instituting such a suit at that time. If Alfacell disagrees with such reasoned legal and/or commercial basis, then such dispute or disagreement shall be referred to the CEO of Alfacell and the CEO of Par for resolution, and the CEOs shall resolve the matter (without resort to Section 14.5). If Par takes neither action provided in the foregoing clause (i) or (ii) above within such ninety (90)-day period, or if within such ninety (90)-day period Par notifies Alfacell that it does not intend to institute such a suit, then thereafter Alfacell shall have the exclusive right to institute an action and control the prosecution, settlement or compromise thereof. At Alfacell’s option Par shall agree to be joined as a party in such litigation; provided, however, that Par’s joining of such action shall not affect Alfacell’s control thereof in accordance with this Section 9.3(d). Par shall, at the reasonable request of Alfacell, provide reasonable cooperation and, to the extent practicable, Par shall use its Commercially Reasonable Efforts to have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like that Par’s counsel agrees should be provided to Alfacell, regardless of whether Par has joined such suit. Par shall have the right to join such action and/or select, at Par’s expense, separate counsel to participate in such suit on Par’s behalf. (e) Any payments that represent royalties for sales of infringing products, other payments, damages, expenses, fees or other awards (collectively “Damages”), but does not do so within [received by Par and/or Alfacell as a result of a Product Infringement suit, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit. Thereafter, (i) if Par shall have instituted and controlled a suit in accordance with Section 9.3(c), then any remainder *** and (ii) if Alfacell shall have instituted and controlled a suit in accordance with Section 9.3(d), then any remainder ***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee). (E) Each Party shall provide to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such 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 important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court.

Infringement by a Third Party. MBI shall be responsible for prosecuting or licensing infringers of the Patents. MBI shall consult with Isis and any other non-exclusive licensee of the Technology Rights regarding (Ai) the allocation of responsibility and expense of prosecution, and (ii) the disposition of any recovery, in the event that the infringer's activities directly and materially injure one or more such non-exclusive licensees. If no agreement on these subjects is reached, then MBI shall have the right to prosecute infringers of the Patents at its expense. It shall retain sole control of any proceedings, including the defense of any counterclaim or allegation that any of the patents included in the Patents is invalid. If any portion of a recovery or settlement is for lost Net Sales of Isis or any sublicensee, MBI shall pay Isis an amount representing Isis's lost profits after deduction of MBI's costs of prosecution not separately awarded as an element of damage and the applicable Royalties on such lost Net Sales. If MBI declines to prosecute any given infringer, Isis may undertake such prosecution, PROVIDED THAT if any of the recovery is for the Net Sales on lost sales of Licensed Products (or other lost revenues), Isis shall pay MBI an amount representing the appropriate Royalties or other amounts after deduction of Isis's costs of prosecution or defense not separately awarded as an element of damage. In the event Isis undertakes the prosecution of Ascendis or such a claim, MBI shall have the Licensee becoming aware of any suspected infringement or any unauthorised use by right to join as a Third Party of any of the Ascendis Patentsparty aligned with Isis at MBI's expense, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or the Joint Program IP in the Field in the Territory, the Party becoming aware of the same shall promptly notify the other Party. (B) Where such suspected infringement or unauthorised use is of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IP), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis and shall, at its own expenseoption, have control over the exclusive right, but not the obligation, to take or threaten defense of any legal action claim that it deems appropriate to halt such suspected infringement and to retain any amounts recovered in respect of such suspected infringement or unauthorised use. Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights patent in the relevant Ascendis Patent in each case without Licensee’s prior written consentPatents is invalid. (C) Where such suspected infringement or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IP), in each case in the Field in the Territory, the Licensee shall, at its own expense, have the first right, but not the obligation to take or threaten any legal action that it deems appropriate to halt such suspected infringement (provided that [***]). Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after the Licensee has recouped its expenses: the Licensee shall retain [***] percent ([***]%) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent. (D) If Ascendis wishes to take or threaten legal action and the Licensee has the first right to do so under Clause 13.1(C), but does not do so within [***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee). (E) Each Party shall provide to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such 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 important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court.

Infringement by a Third Party. (A) In the event of Ascendis that either party becomes aware that a Compound or the Licensee becoming aware of any suspected infringement a Product being made, used or any unauthorised use sold by a Third Party infringes the Licensor Patent Rights or Licensee Patent Rights licensed hereunder, such party shall promptly, and in any event not later than within three (3) days of any of the Ascendis Patents, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or the Joint Program IP in the Field in the Territory, the Party becoming aware of the same shall promptly notify such infringement, advise the other Party. (B) Where such suspected infringement or unauthorised use is party of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IP), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense, all known facts and circumstances relating thereto. Licensee shall have the exclusive sole right, but not the obligation, to take or threaten any enforce at Licensee’s sole expense the Licensor Patent Rights licensed under this Agreement against infringement by Third Parties in the Licensee Territory and shall have the sole right to control the prosecution of such legal action that it deems appropriate and make all decisions with respect to halt such suspected infringement and litigation, including the selection of outside counsel. Licensor shall reasonably cooperate in any such enforcement and, if necessary, join as a party therein, at the expense of Licensee. Licensee shall have the right to retain any amounts recovered in respect of such suspected infringement or unauthorised use. Termination and/or settlement 100% of the proceeds of any such enforcement action. Subject to any protective orders and Licensee’s confidentiality obligations to Third Parties, Licensee will keep Licensor timely and fully apprised of all pleadings, motions, briefs and discovery requests, as well as all claims and defenses being asserted, and all material strategic decisions in any infringement litigation are at for any Product. Licensor shall have the sole discretion of Ascendis (i.e., without the prior consent of the Licensee), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consent. (C) Where such suspected infringement or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IP), in each case in the Field in the Territory, the Licensee shall, at its own expense, have the first right, but not the obligation obligation, to take or threaten any legal action that it deems appropriate to halt such suspected infringement (provided that [***]). Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after enforce at Licensor’s sole expense the Licensee has recouped its expenses: Patent Rights licensed under this Agreement against infringement by Third Parties in the Licensee Licensor Territory and shall retain [***] percent ([***]%) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at have the sole discretion of the Licensee (i.e., without the prior consent of Ascendis), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent. (D) If Ascendis wishes to take or threaten legal action and the Licensee has the first right to do so under Clause 13.1(C), but does not do so within [***] ([***]) days control the prosecution of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating make all decisions with respect to such action and provide reasonable assistance in such proceedingslitigation, including the selection of outside counsel. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee). (E) Each Party shall provide to the Party enforcing reasonably cooperate in any such rights under this Clause 13.1 reasonable assistance in such enforcementenforcement and, at such enforcing Party’s request and expenseif necessary, including joining such action join as a party plaintiff if required by Applicable Laws therein, at the expense of Licensor. Licensor shall have the right to pursue retain 100% of the proceeds of any such enforcement action. The enforcing Party shall Subject to any protective orders and Licensor’s confidentiality obligations to Third Parties, Licensor will keep the other Party regularly informed Licensee timely and fully apprised of the status all pleadings, motions, briefs and progress of such enforcement efforts discovery requests, as well as all claims and shall reasonably consider the other Party’s comments on defenses being asserted, and all material strategic decisions in any important aspects of such enforcement, including determination of infringement litigation strategy and filing of important papers to the competent courtfor any Product.

Infringement by a Third Party. (Aa) In the event of Ascendis or the Licensee becoming aware Par and Alfacell shall inform each other promptly in writing of any alleged or suspected infringement or any unauthorised use by a Third Party in the Territory of any of Alfacell Patent that could reasonably be expected to have an adverse effect on the Ascendis Patents, Ascendis Technical Information, Ascendis Program IP, Licensee Program IP, and/or Commercialization or value of the Joint Program IP in the Field Product in the Territory, the Party becoming aware and of the same shall promptly notify the other Partyany available evidence thereof. (Bb) Where such suspected infringement or unauthorised use is of the Ascendis Patents or Ascendis Technical Information (including those within the Joint Program IP and/or Ascendis Program IPSubject to Sections 9.3(c), in each case (i) outside the Territory, or (ii) inside the Territory but outside the Field, Ascendis shall, at its own expense, have the exclusive right, but not the obligation, to take or threaten any legal action that it deems appropriate to halt such suspected infringement and to retain any amounts recovered in respect of such suspected infringement or unauthorised use. Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee9.3(d), provided such termination or settlement does not impose a liability (monetary or otherwise) on Licensee or limit the rights of Licensee under this Agreement, or otherwise materially impair Licensee’s rights in the relevant Ascendis Patent in each case without Licensee’s prior written consent. (C) Where such suspected infringement or unauthorised use is of the Ascendis Patents Ascendis Technical Information (including those within the Joint Program IP and/or any Ascendis Program IPand 9.3(e), in each case in the Field in the Territory, the Licensee shall, at its own expense, Par shall have the first right, but not the obligation obligation, at its sole option and expense, to take or threaten any legal action that it deems appropriate to halt such suspected prosecute the infringement (provided that [***]). Each by a Third Party shall retain in the following percent Territory of any remaining amounts recovered Alfacell Patent that could reasonably be expected to have an adverse effect on the Commercialization or value of the Product in the Territory. (c) If a Third Party so infringes (or constructively infringes by filing an application for regulatory approval with the FDA) an Alfacell Patent, or if a declaratory judgment action alleging invalidity, unenforceability or non-infringement of any Alfacell Patent, shall be brought by a Third Party in the Territory against Par or against Alfacell or both of them (applicable to Ranpirnase, Product or Competing Product), or a Citizen’s Petition in respect of the Product shall have been filed with the FDA (each of the foregoing, a “Product Infringement”), then the Parties shall discuss whether or not to institute an infringement action (and/or defend against applicable declaratory judgment actions) with respect to such suspected infringement Product Infringement (and any legally or unauthorised use after commercially relevant belief by Alfacell that it is in the Licensee has recouped its expenses: the Licensee Parties’ interest to not institute such action shall retain [***] percent ([***]%be considered in good faith by Par). Subject to Sections 9.3(b) and Ascendis shall retain [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of the Licensee (i.e., without the prior consent of Ascendis9.3(d), provided such termination or settlement does not impose a liability (monetary or otherwise) on Ascendis or limit the rights of Ascendis under this Agreement, or otherwise materially impair Ascendis’s rights in the relevant Ascendis Patent in each case without Ascendis’s prior written consent. (D) If Ascendis wishes to take or threaten legal action and the Licensee has Par shall have the first right to do so under Clause 13.1(Cinstitute such a suit and control the prosecution, settlement or compromise thereof (including defense of applicable declaratory judgment actions); provided, however, that no such settlement, compromise, consent judgment or other voluntary final disposition of any Product Infringement action which invalidates or restricts any Valid Claim(s) Owned or Controlled by Alfacell may be entered into by Par without the prior written consent of Alfacell, which consent shall not be unreasonably withheld. At Par’s option, Alfacell shall agree to be joined as a party, or otherwise initiate suit if necessary, in such Product Infringement action and Par and Alfacell shall execute all papers and perform such acts as may be reasonably required to accomplish the same, at the sole expense of Par; provided, however, that Alfacell’s joining of or participation in such action shall not affect Par’s control thereof in accordance with this Section 9.3(c). Alfacell shall, at the reasonable request of Par, provide reasonable cooperation and use its Commercially Reasonable Efforts to have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like that Alfacell’s counsel agrees should be provided to Par, regardless of Confidential information omitted and filed with the Securities and Exchange Commission. Asterisks denote such omission. whether Alfacell has joined such suit. Alfacell shall have the right to join such action and/or select, at Alfacell’s expense, separate counsel to participate in such suit on Alfacell’s behalf. (d) Within ninety (90) days of being notified of alleged or suspected Product Infringement, Par shall either (i) institute a suit for Product Infringement pursuant to Section 9.3(c) or (ii) notify Alfacell that it has a good faith belief that it is in the Parties’ interest to not institute such suit within such time and Par shall provide to Alfacell a reasoned legal and/or commercial basis for not instituting such a suit at that time. If Alfacell disagrees with such reasoned legal and/or commercial basis, then such dispute or disagreement shall be referred to the CEO of Alfacell and the CEO of Par for resolution, and the CEOs shall resolve the matter (without resort to Section 14.5). If Par takes neither action provided in the foregoing clause (i) or (ii) above within such ninety (90)-day period, or if within such ninety (90)-day period Par notifies Alfacell that it does not intend to institute such a suit, then thereafter Alfacell shall have the exclusive right to institute an action and control the prosecution, settlement or compromise thereof. At Alfacell’s option Par shall agree to be joined as a party in such litigation; provided, however, that Par’s joining of such action shall not affect Alfacell’s control thereof in accordance with this Section 9.3(d). Par shall, at the reasonable request of Alfacell, provide reasonable cooperation and, to the extent practicable, Par shall use its Commercially Reasonable Efforts to have its employees testify when requested and make available relevant records, papers, information, samples, specimens and the like that Par’s counsel agrees should be provided to Alfacell, regardless of whether Par has joined such suit. Par shall have the right to join such action and/or select, at Par’s expense, separate counsel to participate in such suit on Par’s behalf. (e) Any payments that represent royalties for sales of infringing products, other payments, damages, expenses, fees or other awards (collectively “Damages”), but does not do so within [received by Par and/or Alfacell as a result of a Product Infringement suit, whether through judgment or settlement, shall first be used to reimburse each Party for its expenses associated with such infringement suit. Thereafter, (i) if Par shall have instituted and controlled a suit in accordance with Section 9.3(c), then any remainder *** and (ii) if Alfacell shall have instituted and controlled a suit in accordance with Section 9.3(d), then any remainder ***] ([***]) days of becoming aware of potential infringement, then Ascendis may take or threaten such legal action and the Licensee shall, at Ascendis’ request, lend its name where necessary or desirable to proceedings relating to such action and provide reasonable assistance in such proceedings. In such circumstances, Ascendis shall control the conduct of the action but shall consult the Licensee in good faith with regard to significant decisions. Each Party shall retain the following percent of any remaining amounts recovered in respect of such suspected infringement or unauthorised use after Ascendis has recouped its expenses: Ascendis shall retain an amount equal to [***] percent ([***]%) and the Licensee shall retain the remaining [***] percent ([***]%). Termination and/or settlement of the litigation are at the sole discretion of Ascendis (i.e., without the prior consent of the Licensee). (E) Each Party shall provide to the Party enforcing any such rights under this Clause 13.1 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Laws to pursue such 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 important aspects of such enforcement, including determination of litigation strategy and filing of important papers to the competent court.