Infringement of Joint Patents. If a Third Party infringes any Joint Patents, the Parties shall discuss such infringement and SGI and MPI shall have the joint right, but neither Party shall be obligated, to initiate a suit or take other appropriate action that one or both Parties believe is reasonably required to protect (i.e., prevent or xxxxx actual or threatened infringement or misappropriation of) or otherwise enforce such Joint Patents against such infringement. If both Parties agree to so enforce such Joint Patents, they shall be jointly responsible for, and [***] of any suit brought by them and shall [***]. If one Party elects not to enforce such Joint Patents against such infringement, then the other Party shall have the right, but not the obligation, to take action to enforce such Joint Patents against such infringement [***].

Infringement of Joint Patents. Alfa shall have the right, but not the obligation, at its expense, to control the prosecution of any infringement or alleged infringement by a Third Party of a Joint Patent in the Alfa Territory or, subject to the provisions of this Section 11.7.3 and Section 11.8, to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities; and Salix shall have the right, but not the obligation, at its expense, to control the prosecution of any infringement or alleged infringement by a Third Party of a Joint Patent in the Salix Territory or, subject to the provisions of this Section 11.7.3 and Section 11.8, to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities. In respect of any enforcement of a Joint Patent pursuant to this Section 11.7.3, the controlling Party shall (a) keep the other Party reasonably informed on a continuous basis in respect of the controlling Party’s actions with respect to the enforcement of such Patent; (b) promptly provide the other Party with copies of all documents and other materials filed by any party to such enforcement action with the court before which such enforcement action is pending; and (c) solicit and reasonably consider the other Party’s proposals in respect of litigation strategy. In either case, both Parties shall provide reasonable cooperation in any action brought against a Third Party with respect to a Joint Patent, including becoming party to the legal action, allowing its name to be used in connection therewith, and making its personnel and records available to the other Party and its representatives for the purpose of considering and prosecuting the case against the Third Party. The Party bringing the legal action shall bear the cost of any such action and shall be entitled to 100% of the recovery, if any, from the Third Party. In any enforcement action involving the Joint Patents, the Parties shall not take inconsistent positions to those taken by the other Party in its territory with regard to the corresponding Joint Patent. The non-controlling Party shall have the right, at its own expense, to be represented by counsel of its own choice in any action brought under this Section 11.7.3. * Confidential treatment requested; certain information omitted and filed separately with the SEC.

Infringement of Joint Patents. If either Party becomes aware that a Third Party is infringing any Patent rights in the Joint Technology, such Party shall give written notice to the other. Party describing in detail the nature of such infringement. Metabolex shall have the sole right, at its expense, to enforce such Patents in the Joint Technology against Third Party infringers. DiaTex agrees to provide Metabolex all reasonable assistance in such enforcement at Metabolex’s sole expense. Any damages or other recovery, whether by settlement or otherwise, from an action hereunder to enforce such Patents shall first be applied pro rata to each Party to pay such Party’s costs and expenses of litigation in such action. Any remaining amount shall be paid to Metabolex, and [*] shall be deemed to be Net Sales for purposes of royalty obligations to DiaTex hereunder. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Infringement of Joint Patents. If the parties become aware of any alleged or threatened infringement of Joint Patents with respect to [***] other than by reason of the manufacture, use or sale of a product competitive with Products by an unlicensed Third Party, Cerus shall have the primary right, but not the obligation, to take appropriate action against any person or entity directly or contributorily infringing such patents and to join MedImmune as a party plaintiff if required. MedImmune shall cooperate reasonably in any such effort, including if required to bring a legal action, the furnishing of a power of attorney. In the absence of Cerus’ joinder of MedImmune as a party plaintiff, MedImmune shall have the right to participate in such action [***] with its own counsel. If Cerus does not bring an action or proceeding against such alleged or threatened infringer [***] of receiving notice pursuant to this Section 10.4, then MedImmune shall have the right, but not the obligation, to take appropriate action against any person or entity directly or contributorily infringing such patents, and to join Cerus as a party plaintiff if required. Cerus shall cooperate reasonably in any such effort, including if required to bring a legal action, the furnishing of a power of attorney and shall have the right to participate in such action [***] with its own counsel. In the absence of MedImmune’s joinder of Cerus as a party plaintiff, Cerus shall have the right to participate in such action at its own expense with its own counsel. In all other cases, the parties shall discuss who shall initiate the action and in the absence of agreement, either or both parties have the right to initiate the action. In the event that a party shall undertake the enforcement of any of such Joint Patents, any recovery of damages for any such suit shall be applied [***] of such party regarding such suit and [***] of the other party regarding such suit, if such other party has joined or been joined in such suit. The balance remaining from [***].

Infringement of Joint Patents. If either Party becomes aware that a Third Party is infringing any Joint Patents or other Patent rights in the Joint Technology, such Party shall give written notice to the other Party describing in detail the nature of such infringement. Metabolex shall have the sole and exclusive right, at its expense and reasonable discretion, to enforce such Patents against any Third Party infringers. DiaTex agrees to provide Metabolex all reasonable assistance in such enforcement at Metabolex’s sole expense. Such assistance shall include (without limitation), if requested by Metabolex, to join as a party plaintiff any enforcement action brought by Metabolex, and Metabolex shall pay for any reasonable out-of-pocket expenses of DiaTex directly relating to such joinder. Any damages or other recovery, whether by settlement or otherwise, from an action hereunder to enforce such Patents shall first be applied pro rata to each Party to pay such Party’s unreimbursed costs and expenses of litigation in such action. Any remaining amount shall be paid to and retained by Metabolex, and [ * ] of such retained amount shall be deemed to be Net Sales for purposes of royalty obligations to DiaTex hereunder.” 4. Section 10.2 is hereby amended to add the following sentence at the end of the Section: “DiaTex hereby covenants that (a) if DiaTex provides notice to Metabolex of any breach of this Agreement pursuant to this Section 10.2, DiaTex will simultaneously provide written notice of such breach to any sublicensee of Metabolex, at the addresses specified by Metabolex; and, (b) if Metabolex fails to cure such breach within the time period set forth above, then any such sublicensee will have [ * ] days after the end of such period to cure such breach on behalf of Metabolex, and DiaTex agrees to accept any such cure effected by such sublicensee on behalf of Metabolex within such [ * ] days time period as a timely cure by Metabolex.”

Infringement of Joint Patents. If either Party becomes aware that a third party is infringing any rights in any Joint Patent, such Party shall give written notice to the other Party describing in detail the nature of such infringement. The Parties shall then determine which *CONFIDENTIAL TREATMENT REQUESTED Party is better suited to enforce such Joint Patent against such infringement. The Party not chosen to enforce such Joint Patent shall in each case provide the enforcing Party all reasonable assistance, at the enforcing Party's expense, in such enforcement. In the event that the enforcing Party fails to institute an infringement suit or take other reasonable action in response to such infringement within [...***...] days after notice of infringement of such Joint Patent, the other Party shall have the right, but not the obligation, to institute such suit or take other appropriate action in its own name to enforce such Joint Patent. Any damages or other recovery, whether by settlement or otherwise, from an action hereunder to enforce any Joint Patent shall first be applied pro rata to each Party to pay the costs and expenses of litigation in such action, and any remaining amount shall be divided equally between the Parties.

Infringement of Joint Patents. If either Party becomes aware that a Third Party is infringing any Patent rights in the Joint Technology, such Party shall give written notice to the other. Party describing in detail the nature of such infringement. Metabolex shall have the sole right, at its expense, to enforce such Patents in the Joint Technology against Third Party infringers. DiaTex agrees to provide Metabolex all reasonable assistance in such enforcement at 9. Metabolex’s sole expense. Any damages or other recovery, whether by settlement or otherwise, from an action hereunder to enforce such Patents shall first be applied pro rata to each Party to pay such Party’s costs and expenses of litigation in such action. Any remaining amount shall be paid to Metabolex, and [*] shall be deemed to be Net Sales for purposes of royalty obligations to DiaTex hereunder.

Infringement of Joint Patents. The Filing Party will have the primary responsibility to enforce the Joint Patents, including undertaking litigation or other enforcement action against a Third Party for infringement of the Joint Patents. (i) In the event the Filing Party undertakes litigation or other enforcement action against a Third Party infringer of the Joint Patents, the Non-Filing Party shall at the Filing Party’ s expense for the Non-Filing Party’ s reasonable out-of-pocket costs, cooperate with the Filing Party as may be required to support the Filing Party’ s assertions against the Third Party infringer. Any proceeds from litigation or other enforcement action shall be split as follows: seventy-five percent (75%) will be paid to the Filing Party and twenty-five percent (25%) to the Non-Filing Party. (ii) If the Filing Party declines to undertake litigation or other enforcement action against a Third Party for infringement of the Joint Patents, the Non-Filing Party may at its option elect to: (i) enforce the Joint Patent(s) at its own expense; or (ii) terminate the Agreement upon thirty (30) days’ notice to the Filing Party. In the event the Non-Filing Party undertakes litigation or other enforcement action against a Third Party infringer of the Joint Patents, the Filing Party shall at the Non-Filing Party’s expense for the Filing Party’s reasonable out-of-pocket costs, cooperate with the Non-Filing Party as may be required to support the NonFiling Party’s assertions against the Third Party infringer. Any proceeds from litigation or other enforcement action shall be split as follows: seventy-five percent (75%) will be paid to the NonFiling Party and twenty-five percent (25%) to the Filing Party.

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