Common use of Infringement of Licensed Patents Clause in Contracts

Infringement of Licensed Patents. (a) During the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) shall have the first right, but not the obligation, to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. In such events, the expenses for enforcement will be borne by Alliant, and any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to Alliant, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayed.

Infringement of Licensed Patents. (a) During Each Party will notify the License Term, if either other Party or any of its Affiliates or Permitted Sublicensees becomes promptly in writing upon becoming aware of any actual alleged or threatened infringement infringement, misappropriation, or violation by a Third Party of any Licensed Patents based on the manufactureor Licensed Know-How, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify and will provide the other Party in writingwith all available evidence supporting such infringement or suspected infringement. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) Licensee shall have the first rightright (itself or through others), but not the obligation, to initiate respond to, defend, and conduct legal proceedings enforce any actions or suits relating to enforce or defend the Licensed Patents; providedPatents or any rights in the Licensed Know-How against any infringement, howevermisappropriation or violation or alleged infringement, that if misappropriation or violation thereof in the proceeding takes place Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after the Acquisition Date deduction of Licensee’s expenses and involves Licensed Patents (other than those licensed by Cima reimbursement to BioMarin under the Cima License) (collectivelyWuXi Biologics for its reasonable and documented, “BioMarin Enforced Patents”), Alliant out-of-pocket costs may be [***]. WuXi Biologics shall have the right to participate reasonably cooperate in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patentlitigation, including, without limitation, joining any such suit in the right, but not the obligation, to bringTerritory, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the Licensee’s request and expense expense. Licensee shall not enter into any settlement of Alliant, cooperate and provide reasonable assistance in any action claim described in this Section and5.3 that would admit to the invalidity, if required by lawnarrowing of scope or unenforceability of the Licensed Patents, join incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such actioninfringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to do so. In the event of enforcement by WuXi Biologics, Licensee will reasonably cooperate in any such eventslitigation, the expenses for enforcement will be borne by Alliantincluding without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any recovery other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [***]. Neither Party shall enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or compensation resulting from unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such proceedingaction as reasonably requested, including without limitation non-monetary rightsmaking available at reasonable times and under appropriate conditions all relevant personnel, shall belong entirely to Alliantrecords, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin papers, information, samples, specimens and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayedother similar materials in its possession.

Infringement of Licensed Patents. (a) During the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third Each party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any party of its Affiliates or Permitted Sublicensees becomes aware evidence of any actual or threatened infringement of any a claim of a Licensed Technology or Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in the Licensed Development TechnologyField by a third party, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) shall have the first right, but not the obligation, to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant LICENSEE shall have the right to participate take steps to protect the Patent Right in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any claim, either upon notice from LICENSOR requesting such action, BioMarin or on its Affiliate own initiative. LICENSEE shall have sole control notify LICENSOR, within three (3) months of one party providing the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant other with sufficient evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) within such period of time, initiate and no later than five (5) Business Days prior to diligently prosecute legal proceedings against the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, infringer and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and in LICENSOR’s name if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if so required by law, join such action. In such eventsthe event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute said infringement, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the expenses for enforcement will be borne by Alliantinfringer at LICENSOR’s expense. No settlement, and any recovery consent judgment, or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to Alliant, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net other voluntary final disposition of the expenses suit which invalidates or restricts the claims of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party such Patent Rights may be entered into without the prior written consent of BioMarinthe other party, which consent shall not be unreasonably withheld withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or delayedsettlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement.

Infringement of Licensed Patents. (a) During the License Term, if If either Party or party believes that any of its Affiliates the rights granted hereunder are being or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product have been infringed by a third party in North America or any claim that a Licensed Patent is invalid or unenforceableparty, such Party or its Affiliates or Permitted Sublicensees party shall promptly notify the other Party of such belief, and as part of such notice shall provide copies of all documentary evidence of the alleged infringement. Except in writing. In additionthe limited cases for which Foundation has excluded from the license the right to bring an infringement action against Inventors and their not-for-profit institutions in the Reservation by Licensor paragraph above, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) Adial shall have the first right, but not option to bring an infringement action against the obligation, to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents alleged infringer at its Adial’s sole expense. If Alliant participates Adial exercises its option, which shall be made in writing within one hundred and eighty (180) days after the parties’ receipt of said notice of infringement, Foundation will cooperate as requested by Adial (including but not limited to Foundation being joined as a party to any such action), BioMarin and will be compensated by Adial for its reasonable, documented out-of-pocket expenses, which Foundation will only be required to expend if Adial has approved same for reimbursement. Adial shall be free to enter into any settlement, consent judgment, or its Affiliate shall have sole control of the conduct other voluntary disposition of any such action which it bringsmatter, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such actionno settlement, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technologyconsent judgment, or other voluntary final disposition of such suits that materially adversely affects the Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin admits fault or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. In such events, the expenses for enforcement will be borne by Alliant, and any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to Alliant, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based wrongdoing on the amount recovered from such third party, net part of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party Foundation may be entered into without the prior written consent of BioMarinFoundation, which consent shall not be unreasonably withheld withheld. Foundation shall provide Adial notice of such consent or delayeddenial of such consent within ten (10) days of any request for consent by Adial, provided that in the event Foundation wishes to deny such consent, such notice shall include a written description of Foundation’s reasonable objections to the proposed settlement, consent judgment, or other voluntary disposition. If Foundation has not consented within ten (10) days or has denied such consent, Adial will meet with Foundation in Charlottesville, VA, to discuss the proposed settlement, consent judgment, or other voluntary disposition. If, after such meeting, Foundation has not provided notice of its consent, the parties will submit any disputes over the reasonableness of Foundation’s objections to expedited, single-arbitrator arbitration in Washington, D.C. No discovery will be allowed, and each party will have one (1) hour to present its case to the arbitrator Any damages paid (including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) or amounts received in settlement with respect to, in either case, the infringement of the Licensed Patents shall first be applied to the reimbursement of Adial’s reasonable costs, expenses and legal fees, including amounts Adial has reimbursed to Foundation. The remaining balance of such damages or amounts received shall be retained by Adial and treated as Sublicensing Revenue subject to payments under Section 3.6 (with the date of such settlement or disposition being deemed the “point at which the Sublicense is executed” for purposes of determining payments due under Section 3.6). In the event that Adial does not timely exercise its option to bring or pursue an infringement action against an alleged infringer, Foundation shall have the right (but not the obligation) to do so at its sole expense, and to retain all recovered damages. In such instances Adial will cooperate as requested by Foundation, and will be reimbursed by Foundation for its reasonable out-of-pocket expenses, which Adial will only be required to expend if Foundation has approved same for reimbursement. In the event of any challenge to the validity of any Licensed Patent (or similar proceeding), Adial will have the right to participate (at its own expense) in the proceedings.

Infringement of Licensed Patents. (a) During the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) Adolor shall have the first right, but not the obligation, to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, prosecute at its own expenseexpense and through counsel of its own choice all actions for infringement of patents under the Licensed Patents to the extent relating to Licensed Compounds or Licensed Products. In furtherance of such right, an Lilly understands and agrees that Adolor may join Lilly as a party plaintiff in any such action without expense to Lilly. The total out-of-pocket cost to Adolor of any such infringement action commenced by Adolor shall be borne by Adolor. The recovery award shall be divided as follows: Adolor shall apply any recovery of costs or file damages derived from such action as follows: [**]. Lilly shall have the right to request that Adolor take legal action against any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against Licensed Patents with respect to any third partyLicensed Compound or Licensed Product, as the case may be. BioMarin shallSuch request shall be by written notice. The notice shall set forth the facts of such alleged infringement in reasonable detail, and shall be accompanied by reasonable evidence of such infringement. If the infringing activity is not abated within three (3) months of the time Lilly requests that Adolor take legal action, and either Adolor has not commenced an infringement action, or Adolor shall have notified Lilly of its intention not to commence an infringement action, or Adolor shall have ceased its prosecution of an infringement action, then and only then, shall Lilly have the right, but not the obligation, to prosecute at the request its own expense and expense through counsel of Alliantits own choice an action for infringement (including any related counterclaim for invalidity) of such Licensed Patents with respect to Licensed Compound or Licensed Product. In furtherance of such right, cooperate Adolor understands and provide reasonable assistance agrees that Lilly may join Adolor as a party plaintiff in any such action described in this Section and, if required without expense to Adolor. The total out-of-pocket cost to Lilly of any such infringement action commenced by law, join such action. In such events, the expenses for enforcement will Lilly shall be borne by Alliant, and it. The recovery award shall be divided as follows: Lilly shall apply any recovery of costs or compensation resulting damages derived from such proceeding, including without limitation non-monetary rights, shall belong entirely to Alliant, provided that such third party infringer will be treated action as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayedfollows: [**].

Infringement of Licensed Patents. (a) During the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third Each party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any party of its Affiliates or Permitted Sublicensees becomes aware evidence of any actual or threatened infringement of any a claim of a Licensed Technology or Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in the Licensed Development TechnologyField by a third party, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) shall have the first right, but not the obligation, to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant Licensee shall have the right to participate take steps to protect the Patent Right in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any claim, either upon notice from Licensor requesting such action, BioMarin or on its Affiliate own initiative. Licensee shall have sole control notify Licensor, within three (3) months of one party providing the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant other with sufficient evidence of infringement, whether Licensee intends to prosecute the alleged infringement. If Licensee notifies Licensor that it intends to so prosecute, Licensee shall (at its expense), within three (3) months of its notice to Licensor either (i) cause infringement to terminate or (ii) within such period of time, initiate and no later than five (5) Business Days prior to diligently prosecute legal proceedings against the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, infringer and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and in Licensor’s name if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if so required by law, join such action. In such eventsthe event Licensee notifies Licensor that Licensee does not intend to prosecute said infringement, Licensor may, upon notice to Licensee, initiate legal proceedings against the expenses for enforcement will be borne by Alliantinfringer at Licensor’s expense. No settlement, and any recovery consent judgment, or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to Alliant, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net other voluntary final disposition of the expenses suit which invalidates or restricts the claims of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party such Patent Rights may be entered into without the prior written consent of BioMarinthe other party, which consent shall not be unreasonably withheld withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or delayedsettlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. Licensee shall indemnify Licensor against any order for payment that may be made against Licensor in such proceedings brought by Licensee. Licensor shall indemnify Licensee against any claim of damages that may be made against Licensee to the extent arising out of any proceedings which Licensor brings at its own expense pursuant to Section 7.1 following Licensee’s decision not to prosecute any alleged infringement.

Infringement of Licensed Patents. (a) During the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) Virtuoso shall have the first rightright to bring an action against an infringer of the Licensed Patents in the Field, at Virtuoso’s sole expense, so long as Virtuoso remains the exclusive licensee of the Licensed Patents in the Field. Virtuoso shall notify Vanderbilt of its intent to exercise that right within ninety (90) days after Virtuoso becomes aware of the alleged infringement. Prior to commencing any such action, Virtuoso shall consult with Vanderbilt and shall consider the views of Vanderbilt regarding the advisability of the proposed action and its effect on the public interest. If Virtuoso exercises its right to bring an infringement action against the alleged infringer, Virtuoso shall be obligated to defend any cross claim or counterclaim or action for declaratory judgment related to the Licensed Patents or Licensed Product. Vanderbilt will cooperate in such action as reasonably requested by Virtuoso, at Virtuoso’s sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, Virtuoso may join Vanderbilt to such action in name only, provided that Vanderbilt shall not be the first named party in such action and that Virtuoso shall hold Vanderbilt harmless from, and indemnify Vanderbilt against, any costs (including out-of-pocket and internal costs), expenses, or liability that Vanderbilt incurs in connection with such action. Virtuoso shall reimburse Vanderbilt for any costs, expenses or liability it incurs in connection with any action under this Section 6.4 within thirty (30) days after receiving an invoice from Vanderbilt for same. In the event that Virtuoso does not timely notify Vanderbilt of its intent to bring or pursue an infringement action against an alleged infringer, or in the event Virtuoso gives such notice but does not bring suit or stop the infringement within a reasonable time, but no longer than one hundred eighty (180) days, after Virtuoso first becomes aware of the basis for such action, Vanderbilt shall have the right (but not the obligation, ) to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents do so at its sole expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such actionretain all recovered damages. In such eventsinstances, the expenses for enforcement Virtuoso will cooperate as requested by Vanderbilt, and will be borne compensated by Alliant, and any recovery or compensation resulting from such proceeding, including without limitation nonVanderbilt for its reasonable out-monetary rights, shall belong entirely to Alliantof-pocket expenses, provided that such third party infringer will be treated as a Permitted Sublicensee solely Vanderbilt has approved same for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayedreimbursement in advance.

Infringement of Licensed Patents. (a) During the License Term, if either If any Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Third Party is infringing any rights in the Licensed Patent is invalid or unenforceablePatents, such Party or its Affiliates or Permitted Sublicensees shall promptly notify give written notice to the other Party describing in writingdetail the nature of such infringement. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) InterMune shall have the first right, but not the obligation, to initiate and conduct legal proceedings initial right to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date Patents against such Third Party infringer. Marnac and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right KDL agree to provide ongoing comments and advice regarding its position InterMune all reasonable assistance [*] in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceedingenforcement, including without limitation non-monetary rights, shall being entirely joined as a party to BioMarin the suit where appropriate. In the event that InterMune fails to institute an infringement suit or take other reasonable action in response to such infringement within [*] after its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of such infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, Marnac shall have the right, but not the obligation, to bring, at its own expense, an infringement action institute such suit or file any take other appropriate action in its own name to enforce the Licensed Patents. Any damages or claim related other recovery, whether by settlement or otherwise, from an CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. action hereunder to infringement enforce the Licensed Patents shall first be applied to pay the costs and expenses of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance participating in any action described in this Section and, if required by law, join such action. In such events, the expenses for enforcement will be borne by Alliant, and any recovery or compensation resulting from such proceedingremaining amount shall be shared by the Parties as follows: (i) if InterMune institutes the infringement suit, including without limitation non-monetary rights, [*] shall belong entirely be paid to Alliant, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue Marnac and the royalties based on remainder shall be paid to InterMune, and (ii) if Marnac or KDL institutes the amount recovered from infringement suit because InterMune fails to institute an infringement suit or take other reasonable action in response to such third partyinfringement, net of [*] shall be paid to Marnac and the expenses of enforcement borne by Alliant . Alliant remainder shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayedpaid to InterMune.

Infringement of Licensed Patents. (a) During In the License Term, if event that either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual infringement or threatened suspected infringement of any Licensed Patents based on the manufacture, sale, offer for sale, Patent by a Third Party relating to any product that includes Compound and competes or importation of could compete with a Licensed Product by a third party [*] where SLI is maintaining and prosecuting Licensed Patents, then it shall promptly give notice to the other in North America writing and: 9.4.1 SLI and Indevus shall consult to decide what steps shall be taken to prevent or terminate such infringement and the proportions in which they shall share the cost thereof and any claim that a damages and other sums which may be awarded in their favor or against them; 9.4.2 failing agreement between SLI and Indevus, then the following shall apply: (a) if the Licensed Patent is invalid a Development Patent that contains one or unenforceablemore claims specifically directed only to formulations of Compound or Licensed Product, such Party including but not limited to compositions containing same, methods of making same,or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In additionmethods of using same, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) then Indevus shall have the first right, but not the obligation, to initiate and conduct legal proceedings to enforce commence any form of action or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in take any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any preliminary steps, as are necessary to terminate or prevent such actioninfringement, BioMarin or its Affiliate including instituting an infringement proceeding, and Indevus shall have sole control of the conduct provide SLI with notice of any such action which it bringscommences and appraise SLI of any significant developments in the proceedings. In such event, provided SLI shall reasonably cooperate with Indevus, including the joining of suit if necessary or desirable and executing all documents necessary for Indevus to prosecute, defend and maintain such action. In the event that Alliant Indevus has not commenced any form of action or taken preliminary steps to terminate or prevent such infringement, including instituting an infringement proceeding, within 60 days after having become aware of such potential infringement, then SLI may at its reasonable discretion take such action that is reasonably necessary and appropriate to terminate or prevent such infringement, including instituting an infringement proceeding; and (b) if the Licensed Patent is not a Development Patent that contains one or more claims specifically directed only to formulations of Compound or Licensed Product, including but not limited to compositions containing same, methods of making same, or methods of using same, then SLI shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the first right, but not the obligation, to bringcommence any form of action or take any such preliminary steps, at its own expenseas are necessary to terminate or prevent such infringement, including instituting an infringement proceeding, and SLI shall provide Indevus with notice of any such action it commences and appraise Indevus of any significant developments in the proceedings. In such event, Indevus shall reasonably cooperate with SLI, including the joining of suit if necessary or file any other appropriate action or claim related desirable and executing all documents necessary for SLI to infringement of the BioMarin Enforced Patent against any third party. BioMarin shallprosecute, at the request defend and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join maintain such action. In the event that SLI has not commenced any form of action or taken preliminary steps to terminate o.r prevent such eventsinfringement, the expenses for enforcement will be borne by Alliant, and any recovery or compensation resulting from such including instituting an infringement proceeding, within 60 days after having become aware of such potential infringement, then Indevus may at its reasonable discretion take such action that is reasonably necessary and appropriate to terminate or prevent such infringement, including without limitation instituting an infringement proceeding. 9.4.3 The Party controlling the action may not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-monetary rights, shall belong entirely to Alliant, provided that such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party controlling Party without the prior written consent of BioMarinthe non-controlling Party, which consent shall will not be unreasonably withheld withheld. Notwithstanding the foregoing, SLI and Indevus shall cooperate with each other in the planning and execution of any action to enforce the Licensed Patents. Any recovery obtained by SLI or delayedIndevus (whether by settlement or otherwise) shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including attorneys’ fees) incurred in connection with the action;; (ii) the other Party then shall, to the extent possible, recover its costs and expenses (including attorneys’ fees) incurred in connection with the action; (iii) if SLI initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by SLI; and (iv) if Indevus initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining shall be retained by Indevus, except that SLI shall receive a portion equivalent to the royalties it would have received under this Agreement if such remaining recovery amount were deemed Net Sales.

Infringement of Licensed Patents. (a) During In the License Term, if either Party or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by event VivoQuest acquires information that a third party in North America is infringing one or any claim that a more of the Licensed Patent is invalid or unenforceablePatents, such Party or its Affiliates or Permitted Sublicensees VivoQuest shall promptly notify the other Party in writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent Licensee in writing as required by the Ascent Licenseof such infringement. (b) BioMarin or its licensor or Affiliate (as applicable) In the event of an infringement of a Licensed Patent, Licensee shall have the first sole and exclusive right, but shall not the obligationbe required, to initiate and conduct legal proceedings bring suit against the infringer. Should Licensee elect to enforce or defend the Licensed Patents; providedbring suit against an infringer, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant Licensee shall have the right to participate join VivoQuest as a party plaintiff in any such action involving BioMarin Enforced Patents at its expensesuit or to bring such suit in the name of VivoQuest. If Alliant participates Except to the extent resulting from a breach of any representation, warranty or covenant of VivoQuest in any such actionthe Transaction Documents, BioMarin or its Affiliate shall have sole control of the conduct expenses of any such action which it bringssuit that Licensee elects to bring, provided that Alliant shall have including any expenses of VivoQuest incurred in conjunction with the right to provide ongoing comments and advice regarding its position in prosecution of such actionsuit or the settlement thereof, which comments shall be considered in good faith paid for entirely by BioMarin. Alliant Licensee and its Permitted Sublicensees shall, at the request Licensee shall hold VivoQuest harmless from and expense against any and all costs of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable)litigation. (c) During In the License Term after event Licensee exercises the Acquisition Dateright to xxx herein conferred, if Licensee shall be entitled to retain all recoveries with respect thereto. (id) BioMarin or its Affiliates fail VivoQuest agrees to take action against such threatened or actual cooperate fully with Licensee at the request of Licensee, including by giving testimony and producing documents lawfully requested in the prosecution of any suit by Licensee for infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety Licensed Patents; provided that (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior except to the applicable deadlineextent resulting from a breach of any representation, BioMarin warranty or its Affiliates has not provided a commercially covenant of VivoQuest in the Transaction Documents) Licensee shall pay all reasonable position for failing expenses (including reasonable attorneys’ fees) incurred by VivoQuest in connection with such cooperation. VivoQuest shall cooperate fully with Licensee and shall endeavor to take such action, cause the VivoQuest Representatives and (iii) Alliant may request that BioMarin grant Alliant the right all other present and former employees of VivoQuest to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if cooperate with Licensee at the request is grantedof Licensee, Alliant may thereafter take such action as it deems necessary to enforce its rights including by giving testimony and producing documents lawfully requested in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file prosecution of any other appropriate action or claim related to suit by Licensee for infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. In such events, the expenses for enforcement will be borne by Alliant, and any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall belong entirely to AlliantLicensed Patents, provided that (except as aforesaid) Licensee shall pay all reasonable expenses (including reasonable attorneys’ fees) incurred by VivoQuest in connection with such third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayedcooperation.

Infringement of Licensed Patents. (a) During Provided Xxxxxx is otherwise in full compliance with this Agreement and remains the License Term, if either Party or any exclusive licensee of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any the Licensed Patents based on in the manufactureField, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party in writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Technology or the Licensed Development Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and Ascent in writing as required by the Ascent License. (b) BioMarin or its licensor or Affiliate (as applicable) Xxxxxx shall have the first rightright to bring an action against an infringer of the Licensed Patents in the Field, at Xxxxxx’x sole expense. Xxxxxx shall notify Vanderbilt of its intent to exercise that right within ninety (90) days after Xxxxxx becomes aware of the alleged infringement. Prior to commencing any such action, Xxxxxx shall consult with Vanderbilt and shall consider the views of Vanderbilt regarding the advisability of the proposed action and its effect on the public interest. If Xxxxxx exercises its right to bring an infringement action against the alleged infringer, Xxxxxx shall be obligated to defend any cross claim or counterclaim or action for declaratory judgment related to the Licensed Patents or Licensed Product. Vanderbilt will cooperate in such action as reasonably requested by Xxxxxx, at Xxxxxx’x sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, Xxxxxx may join Vanderbilt to such action in name only, provided that Vanderbilt shall not be the first named party in such action and that Xxxxxx shall hold Vanderbilt harmless from, and indemnify Vanderbilt against, any reasonable and customary out-of-pocket and/or internal costs, expenses, or liability that Vanderbilt incurs in CONFIDENTIAL -Page 18 of 36- connection with such action provided that Vanderbilt shall use reasonable efforts to notify Xxxxxx prior to incurring such costs, expenses, or liability. Xxxxxx shall reimburse Vanderbilt for such costs, expenses or liability it incurs in connection with any action under this Section 6.4 within sixty (60) days after receiving an invoice from Vanderbilt for the same. In the event that Xxxxxx does not timely notify Vanderbilt of its intent to bring or pursue an infringement action against an alleged infringer, or in the event Xxxxxx gives such notice but does not bring suit or stop the infringement within a reasonable time, but no longer than one hundred eighty (180) days, after Xxxxxx first becomes aware of the basis for such action, Vanderbilt shall have the right (but not the obligation, ) to initiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, however, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents do so at its sole expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and if required by law, join such action. Any recovery or compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the applicable deadline, BioMarin or its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the BioMarin Enforced Patent, including, without limitation, the right, but not the obligation, to bring, at its own expense, an infringement action or file any other appropriate action or claim related to infringement of the BioMarin Enforced Patent against any third party. BioMarin shall, at the request and expense of Alliant, cooperate and provide reasonable assistance in any action described in this Section and, if required by law, join such action. In such eventsinstances, the expenses for enforcement Xxxxxx will cooperate as requested by Vanderbilt, and will be borne compensated by Alliant, and any recovery or compensation resulting from such proceeding, including without limitation nonVanderbilt for its reasonable out-monetary rights, shall belong entirely to Alliantof-pocket expenses, provided that such third party infringer will be treated as a Permitted Sublicensee solely Vanderbilt has approved same for purposes of calculating the amount payable to BioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . Alliant shall not settle or accept any settlement from any third party without the prior written consent of BioMarin, which consent shall not be unreasonably withheld or delayedreimbursement in advance.