Common use of Infringement of Zealand Pharma Patents, Selected Zealand Pharma Patents and Collaboration Patents Clause in Contracts

Infringement of Zealand Pharma Patents, Selected Zealand Pharma Patents and Collaboration Patents. 14.10.1. In addition to BI’s rights under Section 14.8 and Section 14.9, BI shall further have the initial right, but not the obligation, to bring an infringement action under any Zealand Pharma Patents, Selected Zealand Pharma Patents and/or Collaboration Patents against any Third Party with respect to an infringement of such patents that is material to BI’s Development and/or Commercialization of Products under this Agreement, including the defense against counter-claims of invalidity and unenforceability asserted in any such action. 14.10.2. If BI elects to pursue an infringement action pursuant to Section 14.10.1 or with respect to a Paragraph IV Proceeding pursuant to Section 14.9.1 or Biosimilars Litigation pursuant to Section 14.9.2, BI shall be solely responsible and have the full control of the proceedings, at its sole expense, provided that (i) BI shall keep Zealand Pharma reasonably informed regarding the progress of any litigation and settlement discussions with any alleged infringer, (ii) BI shall copy Zealand Pharma on all documents and correspondence, (iii) Zealand Pharma shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which advice and comments will be considered in good faith by BI and incorporated or adopted by BI to the extent they are reasonable or support the validity, enforceability or scope of claims of a Zealand [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent, and (iv) BI will not enter into any settlement, consent judgment or other voluntary disposition of any such action without the prior written consent of Zealand Pharma, which consent will not be unreasonably withheld or delayed. If BI elects to pursue such infringement action, Zealand Pharma may be represented in such action by attorneys of its own choice and at its own expense, with BI having the lead in such action. Zealand Pharma shall reasonably cooperate with and support BI at BI’s request and expense in such infringement procedure. 14.10.3. Without limitation on Section 14.8 or Section 14.9, if during the Term of this Agreement BI does not use Reasonable Commercial Effort to pursue such infringement action (which, in any event, means within such period of time necessary to avoid the loss of any rights or remedies with respect to a Third Party infringement), Zealand Pharma will be permitted to do so reasonably in advance of the date on which any rights or remedies against the Third Party infringement would be lost, at Zealand Pharma’s sole expense, and, if legally required, in BI’s or the relevant BI Affiliate’s name and on BI’s or the relevant BI Affiliate’s behalf. If Zealand Pharma elects to pursue such infringement action, BI may be represented in such action by attorneys of its own choice and at its own expense, with Zealand Pharma taking the lead in such action, and BI shall have such rights with respect to such action commenced and/or prosecuted by Zealand Pharma as Zealand Pharma has under Section 14.10.2 with respect to an action commenced and prosecuted by BI. Any rights to enforce the Zealand Pharma Patents, Collaboration Patents and Selected Zealand Pharma Patents not granted to BI hereunder are reserved to Zealand Pharma. 14.10.4. If the Party entitled to commence an infringement action pursuant to Section 14.8, Section 14.9 or this Section 14.10 is not recognized by the applicable court or other relevant body as having the requisite standing to pursue such action, then the other Party shall join in such action as a party-plaintiff, with its reasonable and documented costs and expenses borne by the Party commencing the infringement action and reimbursed quarterly within thirty (30) days of submission of an invoice and supporting documentation In connection with any infringement action subject to Section 14.8, Section 14.9 or this Section 14.10, including the investigation and settlement thereof BI and Zealand Pharma shall reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request. Zealand Pharma and BI shall keep each other reasonably informed of developments in any such action or proceeding, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.

Infringement of Zealand Pharma Patents, Selected Zealand Pharma Patents and Collaboration Patents. 14.10.1. 14.10.1 In addition to BI’s rights under Section 14.8 and Section 14.9, BI shall further have the initial right, but not the obligation, to bring an infringement action under any Zealand Pharma Patents, Selected Zealand Pharma Patents and/or Collaboration Patents against any Third Party with respect to an infringement of such patents that is material to BI’s Development and/or Commercialization of Products under this Agreement, including the defense against counter-claims of invalidity and unenforceability asserted in any such action. 14.10.2. 14.10.2 If BI elects to pursue an infringement action pursuant to Section 14.10.1 or with respect to a Paragraph IV Proceeding pursuant to Section 14.9.1 or Biosimilars Litigation pursuant to Section 14.9.2, BI shall be solely responsible and have the full control of the proceedings, at its sole expense, provided that (i) BI shall keep Zealand Pharma reasonably informed regarding the progress of any litigation and settlement discussions with any alleged infringer, (ii) BI shall copy Zealand Pharma on all documents and correspondence, (iii) Zealand Pharma shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which advice and comments will be considered in good faith by BI and incorporated or adopted by BI to the extent they are reasonable or support the validity, enforceability or scope of claims of a Zealand [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent, and (iv) BI will not enter into any settlement, consent judgment or other voluntary disposition of any such action without the prior written consent of Zealand Pharma, which consent will not be unreasonably withheld or delayed. If BI elects to pursue such infringement action, Zealand Pharma may be represented in such action by attorneys of its own choice and at its own expense, with BI having the lead in such action. Zealand Pharma shall reasonably cooperate with and support BI at BI’s request and expense in such infringement procedure. 14.10.3. 14.10.3 Without limitation on Section 14.8 or Section 14.9, if during the Term of this Agreement BI does not use Reasonable Commercial Effort to pursue such infringement action (which, in any event, means within such period of time necessary to avoid the loss of any rights or remedies with respect to a Third Party infringement), Zealand Pharma will be permitted to do so reasonably in advance of the date on which any rights or remedies against the Third Party infringement would be lost, at Zealand Pharma’s sole expense, and, if legally required, in BI’s or the relevant BI Affiliate’s name and on BI’s or the relevant BI Affiliate’s behalf. If Zealand Pharma elects to pursue such infringement action, BI may be represented in such action by attorneys of its own choice and at its own expense, with Zealand Pharma taking the lead in such action, and BI shall [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. have such rights with respect to such action commenced and/or prosecuted by Zealand Pharma as Zealand Pharma has under Section 14.10.2 with respect to an action commenced and prosecuted by BIBl. Any rights to enforce the Zealand Pharma Patents, Collaboration Patents and Selected Zealand Pharma Patents not granted to BI hereunder are reserved to Zealand Pharma. 14.10.4. 14.10.4 If the Party entitled to commence an infringement action pursuant to Section 14.8, Section 14.9 or this Section 14.10 is not recognized by the applicable court or other relevant body as having the requisite standing to pursue such action, then the other Party shall join in such action as a party-plaintiff, with its reasonable and documented costs and expenses borne by the Party commencing the infringement action and reimbursed quarterly within thirty (30) days of submission of an invoice and supporting documentation documentation. In connection with any infringement action subject to Section 14.8, Section 14.9 or this Section 14.10, including the investigation and settlement thereof thereof, BI and Zealand Pharma shall reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request. Zealand Pharma and BI shall keep each other reasonably informed of developments in any such action or proceeding, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.

Infringement of Zealand Pharma Patents, Selected Zealand Pharma Patents and Collaboration Patents. 14.10.1. 14.10.1 In addition to BI’s rights under Section 14.8 and Section 14.9, BI shall further have the initial right, but not the obligation, to bring an infringement action under any Zealand Pharma Patents, Selected Zealand Pharma Patents and/or Collaboration Patents against any Third Party with respect to an infringement of such patents that is material to BI’s Development and/or Commercialization of Products under this Agreement, including the defense against counter-claims of invalidity and unenforceability asserted in any such action. 14.10.2. 14.10.2 If BI elects to pursue an infringement action pursuant to Section 14.10.1 or with respect to a Paragraph IV Proceeding pursuant to Section 14.9.1 or Biosimilars Litigation pursuant to Section 14.9.2, BI shall be solely responsible and have the full control of the proceedings, at its sole expense, provided that (i) BI shall keep Zealand Pharma reasonably informed regarding the progress of any litigation and settlement discussions with any alleged infringer, (ii) BI shall copy Zealand Pharma on all documents and correspondence, (iii) Zealand Pharma shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which advice and comments will be considered in good faith by BI and incorporated or adopted by BI to the extent they are reasonable or support the validity, enforceability or scope of claims of a Zealand [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent, and (iv) BI will not enter into any settlement, consent judgment or other voluntary disposition of any such action without the prior written consent of Zealand Pharma, which consent will not be unreasonably withheld or delayed. If BI elects to pursue such infringement action, Zealand Pharma may be represented in such action by attorneys of its own choice and at its own expense, with BI having the lead in such action. Zealand Pharma shall reasonably cooperate with and support BI at BI’s request and expense in such infringement procedure. 14.10.3. 14.10.3 Without limitation on Section 14.8 or Section 14.9, if during the Term of this Agreement BI does not use Reasonable Commercial Effort to pursue such infringement action (which, in any event, means within such period of time necessary to avoid the loss of any rights or remedies with respect to a Third Party infringement), [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. Zealand Pharma will be permitted to do so reasonably in advance of the date on which any rights or remedies against the Third Party infringement would be lost, at Zealand Pharma’s sole expense, and, if legally required, in BI’s or the relevant BI Affiliate’s name and on BI’s or the relevant BI Affiliate’s behalf. If Zealand Pharma elects to pursue such infringement action, BI may be represented in such action by attorneys of its own choice and at its own expense, with Zealand Pharma taking the lead in such action, and BI shall have such rights with respect to such action commenced and/or prosecuted by Zealand Pharma as Zealand Pharma has under Section 14.10.2 with respect to an action commenced and prosecuted by BIBl. Any rights to enforce the Zealand Pharma Patents, Collaboration Patents and Selected Zealand Pharma Patents not granted to BI hereunder are reserved to Zealand Pharma. 14.10.4. 14.10.4 If the Party entitled to commence an infringement action pursuant to Section 14.8, Section 14.9 or this Section 14.10 is not recognized by the applicable court or other relevant body as having the requisite standing to pursue such action, then the other Party shall join in such action as a party-plaintiff, with its reasonable and documented costs and expenses borne by the Party commencing the infringement action and reimbursed quarterly within thirty (30) days of submission of an invoice and supporting documentation documentation. In connection with any infringement action subject to Section 14.8, Section 14.9 or this Section 14.10, including the investigation and settlement thereof thereof, BI and Zealand Pharma shall reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request. Zealand Pharma and BI shall keep each other reasonably informed of developments in any such action or proceeding, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.

Infringement of Zealand Pharma Patents, Selected Zealand Pharma Patents and Collaboration Patents. 14.10.1. In addition to BI’s rights under Section 14.8 and Section 14.9, BI shall further have the initial right, but not the obligation, to bring an infringement action under any Zealand Pharma Patents, Selected Zealand Pharma Patents and/or Collaboration Patents against any Third Party with respect to an infringement of such patents that is material to BI’s Development and/or Commercialization of Products under this Agreement, including the defense against counter-claims of invalidity and unenforceability asserted in any such action. 14.10.2. If BI elects to pursue an infringement action pursuant to Section 14.10.1 or with respect to a Paragraph IV Proceeding pursuant to Section 14.9.1 or Biosimilars Litigation pursuant to Section 14.9.2, BI shall be solely responsible and have the full control of the proceedings, at its sole expense, provided that (i) BI shall keep Zealand Pharma reasonably informed regarding the progress of any litigation and settlement discussions with any alleged infringer, (ii) BI shall copy Zealand Pharma on all documents and correspondence, (iii) Zealand Pharma shall have the right to provide ongoing comments on documents prior to submission and advice regarding its position and interests in such action, which advice and comments will be considered in good faith by BI and incorporated or adopted by BI to the extent they are reasonable or support the validity, enforceability or scope of claims of a Zealand [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. Pharma Patent, Selected Zealand Pharma Patent or Collaboration Patent, and (iv) BI will not enter into any settlement, consent judgment or other voluntary disposition of any such action without the prior written consent of Zealand Pharma, which consent will not be unreasonably withheld or delayed. If BI elects to pursue such infringement action, Zealand Pharma may be represented in such action by attorneys of its own choice and at its own expense, with BI having the lead in such action. Zealand Pharma shall reasonably cooperate with and support BI at BI’s request and expense in such infringement procedure. 14.10.3. Without limitation on Section 14.8 or Section 14.9, if during the Term of this Agreement BI does not use Reasonable Commercial Effort to pursue such infringement action (which, in any event, means within such period of time necessary to avoid the loss of any rights or remedies with respect [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. to a Third Party infringement), Zealand Pharma will be permitted to do so reasonably in advance of the date on which any rights or remedies against the Third Party infringement would be lost, at Zealand Pharma’s sole expense, and, if legally required, in BI’s or the relevant BI Affiliate’s name and on BI’s or the relevant BI Affiliate’s behalf. If Zealand Pharma elects to pursue such infringement action, BI may be represented in such action by attorneys of its own choice and at its own expense, with Zealand Pharma taking the lead in such action, and BI shall have such rights with respect to such action commenced and/or prosecuted by Zealand Pharma as Zealand Pharma has under Section 14.10.2 with respect to an action commenced and prosecuted by BI. Any rights to enforce the Zealand Pharma Patents, Collaboration Patents and Selected Zealand Pharma Patents not granted to BI hereunder are reserved to Zealand Pharma. 14.10.4. If the Party entitled to commence an infringement action pursuant to Section 14.8, Section 14.9 or this Section 14.10 is not recognized by the applicable court or other relevant body as having the requisite standing to pursue such action, then the other Party shall join in such action as a party-plaintiff, with its reasonable and documented costs and expenses borne by the Party commencing the infringement action and reimbursed quarterly within thirty (30) days of submission of an invoice and supporting documentation In connection with any infringement action subject to Section 14.8, Section 14.9 or this Section 14.10, including the investigation and settlement thereof BI and Zealand Pharma shall reasonably cooperate with each other and will provide each other with any information or assistance that either may reasonably request. Zealand Pharma and BI shall keep each other reasonably informed of developments in any such action or proceeding, including, to the extent permissible by law, the status of any settlement negotiations and the terms of any offer related thereto. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.