Common use of Infringement of Captisol Patents by Third Parties Clause in Contracts

Infringement of Captisol Patents by Third Parties. (a) If Sage becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage shall, at CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a Captisol Patent. Sage shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. (b) If Sage becomes aware that a third party may be infringing a Licensed Product Patent, it will promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer if such infringement affects any of Sage’s rights with respect to a Licensed Product. If Sage elects to take action, CyDex shall, at Sage’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by Sage related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of Sage.

Infringement of Captisol Patents by Third Parties. (a) If Sage MDCO becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing, providing all information available to Sage MDCO regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage MDCO shall, at CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a Captisol Patent. Sage MDCO shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. (b) . If Sage becomes aware that either party recovers monetary damages from any Third Party in a third party may be infringing suit or action brought for infringement of a Licensed Product Captisol Patent, it will promptly notify such recovery shall be allocated [***]. For clarity, this Section 12.2 shall not apply in the event of Product Infringement as defined below in Section 12.3(a). MDCO shall have the right to consent to any settlement concluded by CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against that would provide the alleged infringer if such infringement affects any of Sage’s rights right to use the Captisol Patents for a product containing the Compound. LICENSE AGREEMENT PAGE 15 *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to a Licensed Product. If Sage elects to take action, CyDex shall, at Sage’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by Sage related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of Sageomitted portions.

Infringement of Captisol Patents by Third Parties. (a) If Sage MDCO becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing, providing all information available to Sage MDCO regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage MDCO shall, at CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a Captisol Patent. Sage MDCO shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. (b) . If Sage becomes aware that either party recovers monetary damages from any Third Party in a third party may be infringing suit or action brought for infringement of a Licensed Product Captisol Patent, it will promptly notify such recovery shall be allocated [***]. For clarity, this Section 12.2 shall not apply in the event of Product Infringement as defined below in Section 12.3(a). MDCO shall have the right to consent to any settlement concluded by CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against that would provide the alleged infringer if such infringement affects any of Sage’s rights right to use the Captisol Patents for a product containing the Compound. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to a Licensed Product. If Sage elects to take action, CyDex shall, at Sage’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by Sage related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of Sageomitted portions.

Infringement of Captisol Patents by Third Parties. (a) If Sage Sxxx becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage shall, at CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a Captisol Patent. Sage shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. (b) If Sage Sxxx becomes aware that a third party may be infringing a Licensed Product Patent, it will promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer if such infringement affects any of Sage’s rights with respect to a Licensed Product. If Sage elects to take action, CyDex shall, at SageSxxx’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage Sxxx in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by Sage Sxxx related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of SageSxxx.

Infringement of Captisol Patents by Third Parties. (a) If Sage becomes aware that a third party may be infringing a Captisol Patent, it will promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage shall, at CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a Captisol Patent. Sage shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex.. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY (b) If Sage becomes aware that a third party may be infringing a Licensed Product Patent, it will promptly notify CyDex in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer if such infringement affects any of Sage’s rights with respect to a Licensed Productinfringer. If Sage elects to take action, CyDex shall, at Sage’s request and expense, cooperate and shall cause its employees and advisers to cooperate with Sage in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by Sage related to a Licensed Product Patent. CyDex shall not take any such action against the alleged infringer related to a Licensed Product Patent without the written consent of Sage.

Infringement of Captisol Patents by Third Parties. (a) If Sage Spectrum becomes aware that a third party Third Party may be infringing a Captisol Patent, it will promptly notify CyDex in writing, providing all information available to Sage Spectrum regarding the potential infringement. CyDex shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer. If CyDex elects to take action, Sage Spectrum shall, at CyDex’s request and expense, cooperate and shall cause its employees and advisers to cooperate with CyDex in taking any such action, including but not limited to, cooperating with the prosecution of any infringement suit by CyDex related to a Captisol Patent. Sage Spectrum shall not take any such action against the alleged infringer related to a Captisol Patent without the written consent of CyDex. (b) If Sage becomes aware that a third . Each party may be infringing a Licensed Product Patent, it will promptly notify CyDex shall provide to the party enforcing any such rights under this Section 12.2 reasonable assistance in writing, providing all information available to Sage regarding the potential infringement. Sage shall take whatever, if any, action it deems appropriate, in its sole discretion, against the alleged infringer if such infringement affects any of Sage’s rights with respect to a Licensed Product. If Sage elects to take action, CyDex shallenforcement, at Sagesuch enforcing party’s request and expense, cooperate including joining such action as a party plaintiff if required by applicable law to pursue such action. The enforcing party shall keep the other party regularly informed of the status and progress of such enforcement efforts, shall cause its employees and advisers to cooperate with Sage in taking reasonably consider the other party’s comments on any such actionefforts. If either party recovers monetary damages from any Third Party in a suit or action brought for infringement of a Captisol Patent, including but not limited to, cooperating with such recovery shall be allocated first to the prosecution reimbursement of any infringement expenses incurred by the parties in such litigation (including, for this purpose, a reasonable allocation of expenses of internal counsel), and the remaining amounts shall (i) to the extent not attributable to the Licensed Product, be paid to CyDex, if the suit or action is brought by Sage related CyDex and shared equally by CyDex and Spectrum, if the suit or action is brought by Spectrum and (ii) be regarded as Net Sales which is subject to a royalty obligations under this Agreement to the extent any amounts are attributable to the Licensed Product PatentProduct. CyDex For clarity, this Section 12.2 shall not take any such action against apply in the event of Product Infringement as defined below in Section 12.3(a). Without Spectrum’s prior written consent (not to be unreasonably withheld, conditioned or delayed), no settlement shall be concluded by CyDex that would provide the alleged infringer related any right to use the Captisol Patents for a Licensed Product Patent without product containing the written consent of SageCompound.