Common use of Invalidity or Unenforceability Defenses or Actions Clause in Contracts

Invalidity or Unenforceability Defenses or Actions. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Patents at its sole cost and expense, using counsel of Prosecuting Party’s choice and including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3. For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, in connection with its activities set out in this Section 6.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, pursuant to this Section 6.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.

Invalidity or Unenforceability Defenses or Actions. 8.5.1. As between the Parties, (ia) Prosecuting Party pursuant (1) prior to 6.2.2 the Inclusion Date with respect to a Research Target or a ROFN Target (and subject to clause (2) below), [***] shall have the first right, but not the obligation, to defend (including the right to settle) and control the defense of the validity and enforceability of the Exclusive Licensed Morphic Patents and Joint Patents relating to such Research Target or ROFN Target and (2) from and after the Inclusion Date with respect to an Included Target, [***] shall have the first right, but not the obligation, to defend (including the right to settle) and control the defense of the validity and enforceability of the Morphic Patents and Joint Patents relating to such Included Target, (b) [***] shall have the sole right, but not the obligation, to defend (including the right to settle) and control the defense of the validity and enforceability of all AbbVie Patents, in each case ((a) and (b)), at its such Party’s sole cost and expenseCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. expense in the Territory and using counsel of Prosecuting Party’s choice and including when such its own choice. Notwithstanding this Section 8.5.1, the Party who prosecutes or manages a litigation with respect to an Infringement action shall be responsible for defending any invalidity or unenforceability is raised as a defense or counterclaim challenges in connection with an such Infringement action initiated pursuant to Section 6.3. For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceedingaction. If the Controlling Party [***] or its designee elects not to defend or control the defense of the applicable Patents a Morphic Patent or Joint Patent in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party [***] may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, in connection with its activities set out in this Section 6.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, pursuant to this Section 6.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Option Patents by a Third Party and of which such Party becomes aware. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Mereo shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Option Patents at its sole cost and expense[***]. If, using counsel of Prosecuting Party’s choice and including when prior to the Option Exercise Date, Mereo declines to defend any such invalidity or unenforceability is raised as a defense or counterclaim in connection claim with respect to an Infringement action initiated pursuant to Section 6.3Option Patent, AstraZeneca may defend such invalidity claim [***]. For purposes of this Section 6.59.5, the Party prosecuting defending any Infringement action pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) , the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding at its sole cost [***]. If Mereo exercises the Option, AstraZeneca shall have no right to defend or control the defense of for the relevant Option Patents from and expenseincluding the relevant Option Exercise Date. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, time in connection with its activities set out forth in this Section 6.59.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket [***] costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, Option Patents pursuant to this Section 6.59.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. Each party (in the case of UNIVERSITY to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement or, if applicable, the Patent Manager or Director of Commercialization) shall promptly notify the other party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Patent Rights by a third party of which such party becomes aware. As between the Partiesparties, (i) Prosecuting Party pursuant to 6.2.2 LICENSEE shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Patents Patent Rights, at its LICENSEE’s sole cost and expense, using counsel of Prosecuting Party’s choice and including its own choice, when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement infringement action initiated pursuant to Section 6.3Paragraph 5.2(b) or (d). For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to UNIVERSITY may participate in any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with Territory at its own expense using counsel of its choice at its sole cost and expenseown choice; provided that the Controlling Party LICENSEE shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party LICENSEE or its designee elects not to defend or control the defense of the applicable Patents Patent Rights in a suit or proceeding brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party UNIVERSITY may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expenseown expense pursuant to Paragraph 5.2(c). The non-Controlling Party in such an action shallFor the avoidance of doubt, and shall cause its Affiliates tointerferences, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, in connection with its activities set out in this Section 6.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents oppositions and other evidence inter partes matters originating in a patent office are subject ***Confidential Treatment Requested to Paragraphs 5.1(a), (b), (c) and making its employees available at reasonable business hours(d); provided that UNIVERSITY and LICENSEE will discuss LICENSEE taking the Controlling Party shall reimburse lead, at LICENSEE’s expense, on inter partes reviews and similar post-grant matters before the non-Controlling Party for its reasonable Patent Trial and verifiable out-of-pocket costs and expenses incurred Appeal Board or similar administrative body that are based on the same subject matter as the claims or counterclaims in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, an infringement action being led by LICENSEE pursuant to this Section 6.5, the Controlling Party shall 5.2(b) or (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.d).

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Licensed Patents, Joint Patents or Licensee Patents by a Third Party of which such Party becomes aware. As between the Parties, (ia) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Patents and the Joint Patents at its sole cost and expense, using counsel of Prosecuting Party’s Licensee’ choice and including (b) Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Licensee Patents its sole cost and expense, using counsel of Licensee’s choice, including, in each case ((a) and (b)), when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.35.3. For purposes of this Section 6.55.5, the Party prosecuting any Infringement defending a Patent pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) Agreements, the non-Controlling Party may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, in connection with its activities set out in this Section 6.5fully, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named joined as a necessary party to, plaintiff in such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, pursuant to this Section 6.5, the The Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) shall keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with respect to such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.action.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Nabriva Patents in the Territory or Joint Patents or Licensee Patents worldwide, by a Third Party and of which such Party becomes aware. As between the Parties, (ia) Prosecuting Party pursuant the Parties shall coordinate with each other to 6.2.2 defend and control the defense of the validity and enforceability of the Nabriva Patents and the Joint Patents that claim the composition of matter of the Licensed Compound and Licensed Products in the Territory and share the cost and expense thereof, (b) Nabriva shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of any other Nabriva Patents in the Territory or Joint Patents outside the Territory, at its sole cost and expense, using counsel of Nabriva’s choice; (c) Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Licensee Patents worldwide or Joint Patents in the Territory at its sole cost and expense, using counsel of Prosecuting PartyLicensee’s choice choice, including, in each case ((a), (b) and including (c)), when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3Clause 6.3 (Enforcement of Patents). For purposes of this Section 6.5Clause 6.5 (Invalidity or Unenforceability Defenses or Actions), the Party prosecuting any Infringement defending and controlling the defense of the validity and enforceability pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” . With respect to any such claim, suit or proceeding in the TerritoryTerritory under clause (a), (b) or (c), the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceedingsuit, then subject to any rights the Controlling Party shall notify the non-Controlling Party of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of such election at least [**] before the Effective Date) time limit, if any, set forth in Applicable Law for defending such actions, and the non-Controlling Party may conduct and assume control of the defense of any such claim, suit or proceeding at its sole cost and expense. The non-Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate co-operate with the Controlling Party, as such Controlling Party may reasonably request from time to time, . in connection with its activities set out forth in this Section 6.5Clause 6.5 (Invalidity or Unenforceability Defenses or Actions), including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Nabriva Patents, Licensee Patents or Joint Patents jointly owned by, or licensed under Clause 2 (GRANT OF RIGHTS) to, the other Party pursuant to this Section 6.5Clause 6.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party shall (xi) consult with the non-Controlling Party as to the strategy for such activities, (yii) consider in good faith any comments from the non-Controlling Party and (ziii) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Patents by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Patents Invalidity Claim at its sole cost and expense, using counsel of Prosecuting PartyLicensee’s choice and choice, including when such invalidity or unenforceability Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.35.3 (Enforcement of Patents). For purposes of this Section 6.55.5 (Invalidity or Unenforceability Defenses or Actions), the Party prosecuting any Infringement defending the Invalidity Claim pursuant to the foregoing sentence with respect to a an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such claim, suit or Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party may conduct and [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. control the defense of any such claim, suit or proceeding at its sole cost and expense. The non-non- Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, time in connection with its activities set out forth in this Section 6.5Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-non- Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, AstraZeneca Patents pursuant to this Section 6.55.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Licensed Patents or the AstraZeneca Patents by a Third Party of which such Party becomes aware. As between the Parties, AstraZeneca shall have (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of Confidential Treatment Requested by F-star Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. the Exclusive Licensed Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the AstraZeneca Patents, in each case ((i) and (ii)), at its sole cost and expense, expense in the Territory and using counsel of Prosecuting Party’s choice and its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.36.4. For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to Licensor may participate in any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding Territory with counsel of its choice at its sole cost and expense; provided that the Controlling Party AstraZeneca shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not AstraZeneca shall be entitled to defend or control the defense offset [***] percent ([***]%) of the applicable Patents in a suit brought in the Territory reasonable out-of-pocket costs of defending or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party may conduct and control the defense of any settling such claim, suit or proceeding at its sole cost and expense. The non-Controlling Party in such an action shallunder this Section 6.6, and shall cause to the extent that the claim, suit or proceeding relates to the Licensed Patents, that are borne by AstraZeneca or its Affiliates toand, assist and cooperate with the Controlling Partyrespect to any calculation pursuant to Section 5.4(i), as such Controlling Party may reasonably request from time to timeits or their Sublicensees, in connection with its activities set out in this Section 6.5a given Calendar Quarter (including royalties, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents milestones and other evidence consideration paid and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred any damages or other awards assessed in connection therewith. In connection ) against any amounts owed to Licensor under this Agreement for such Calendar Quarter, with any activities balance then remaining to be carried over to amounts due with respect to subsequent Calendar Quarters, up to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, pursuant to this Section 6.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy maximum amount for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed each Calendar Quarter of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant percent ([***]%) of the amounts owed with respect to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.such subsequent Calendar Quarter.

Invalidity or Unenforceability Defenses or Actions. Each Party shall promptly notify the other Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the AstraZeneca Patents by a Third Party (an “Invalidity Claim”) and of which such Party becomes aware. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Patents Invalidity Claim at its sole cost and expense, using counsel of Prosecuting PartyLicensee’s choice and choice, including when such invalidity or unenforceability Invalidity Claim is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.35.3 (Enforcement of Patents). For purposes of this Section 6.55.5 (Invalidity or Unenforceability Defenses or Actions), the Party prosecuting any Infringement defending the Invalidity Claim pursuant to the foregoing sentence with respect to a an AstraZeneca Patent shall be the “Controlling Party.” With respect to any such claim, suit or Invalidity Claim proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Controlling Party shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party or its designee elects not to defend or control the defense of the applicable AstraZeneca Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party may conduct and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. control the defense of any such claim, suit or proceeding at its sole cost and expense. The non-non- Controlling Party in such an action shall, and shall cause its Affiliates to, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, time in connection with its activities set out forth in this Section 6.5Section, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-non- Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, AstraZeneca Patents pursuant to this Section 6.55.5 (Invalidity or Unenforceability Defenses or Actions), the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. As between Each Party shall promptly notify the Partiesother Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the ACI Patents, Lilly Patents or Joint Patents by a Third Party of which such Party becomes aware. Subject to Sections 5.2.3 and 5.2.6, Lilly shall have (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed ACI Patents and the Joint Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Lilly Patents, in each case ((i) and (ii)), at its sole cost and expense, expense in the Territory and using counsel of Prosecuting Party’s choice and its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3‎8.4. For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to ACI may participate in any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding Territory with counsel of its choice at its sole cost and expense; provided that the Controlling Party Lilly shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party Lilly or its designee elects not to defend or control the defense of the applicable ACI Patents or Joint Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party ACI may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense, [*****]. The non-Controlling Where a Party in controls such an action action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Controlling controlling Party, as such Controlling controlling Party may reasonably request from time to time, time in connection with its activities set out forth in this Section 6.5‎8.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing reasonable access to relevant documents and other CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, ACI Patents or the Joint Patents pursuant to this Section 6.5‎8.5, the Controlling controlling Party shall (xa) consult with the non-Controlling other Party as to the strategy for such activities, (yb) consider in good faith any comments from the non-Controlling other Party and (zc) keep the non-Controlling other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. As between Each Party shall promptly notify the Partiesother Party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the ACI Patents, Xxxxx Patents or Joint Patents by a Third Party of which such Party becomes aware. Subject to Sections 5.2.3 and 5.2.6, Xxxxx shall have (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed ACI Patents and the Joint Patents and (ii) the sole right, but not the obligation, to defend and control the defense of the validity and enforceability of the Lilly Patents, in each case ((i) and (ii)), at its sole cost and expense, expense in the Territory and using counsel of Prosecuting Party’s choice and its own choice, including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3‎8.4. For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to ACI may participate in any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding Territory with counsel of its choice at its sole cost and expense; provided that the Controlling Party Xxxxx shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party Lilly or its designee elects not to defend or control the defense of the applicable ACI Patents or Joint Patents in a suit brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party ACI may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expense, [*****]. The non-Controlling Where a Party in controls such an action action, the other Party shall, and shall cause its Affiliates to, assist and cooperate with the Controlling controlling Party, as such Controlling controlling Party may reasonably request from time to time, time in connection with its activities set out forth in this Section 6.5‎8.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing reasonable access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, ACI Patents or the Joint Patents pursuant to this Section 6.5‎8.5, the Controlling controlling Party shall (xa) consult with the non-Controlling other Party as to the strategy for such activities, (yb) consider in good faith any comments from the non-Controlling other Party and (zc) keep the non-Controlling other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd..

Invalidity or Unenforceability Defenses or Actions. Each party (in the case of UNIVERSITY to the extent of the actual knowledge of the licensing professional responsible for the administration of this Agreement or, if applicable, the Patent Manager or Director of Commercialization) shall promptly notify the other party in writing of any alleged or threatened assertion of invalidity or unenforceability of any of the Patent Rights by a third party of which such party becomes aware. As between the Partiesparties, (i) Prosecuting Party pursuant to 6.2.2 LICENSEE shall have the first right, but not the obligation, to defend and control the defense of the validity and enforceability of the Exclusive Licensed Patents Patent Rights, at its LICENSEE’s sole cost and expense, using counsel of Prosecuting Party’s choice and including its own choice, when such invalidity or unenforceability is raised as a defense or counterclaim in connection with an Infringement infringement action initiated pursuant to Section 6.3Paragraph 5.2(b) or (d). For purposes of this Section 6.5, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Controlling Party.” With respect to UNIVERSITY may participate in any such claim, suit or proceeding in the Territory, the non-Controlling Party may participate in such claim, suit or proceeding with Territory at its own expense using counsel of its choice at its sole cost and expenseown choice; provided that the Controlling Party LICENSEE shall retain control of the defense in such claim, suit or proceeding. If the Controlling Party LICENSEE or its designee elects not to defend or control the defense of the applicable Patents Patent Rights in a suit or proceeding brought in the Territory or otherwise fails to initiate and maintain the defense of any such claim, suit or proceeding, then subject to any rights of Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) the non-Controlling Party UNIVERSITY may conduct and control the defense of any such claim, suit or proceeding at its sole cost and expenseown expense pursuant to Paragraph 5.2(c). The non-Controlling Party in such an action shallFor the avoidance of doubt, and shall cause its Affiliates tointerferences, assist and cooperate with the Controlling Party, as such Controlling Party may reasonably request from time to time, in connection with its activities set out in this Section 6.5, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents oppositions and other evidence and making its employees available at reasonable business hours; provided that the Controlling Party shall reimburse the non-Controlling Party for its reasonable and verifiable out-of-pocket costs and expenses incurred inter partes matters originating in connection therewith. In connection with any activities with respect to a defense, claim or counterclaim relating to the Exclusive Licensed Patents, pursuant to this Section 6.5, the Controlling Party shall (x) consult with the non-Controlling Party as to the strategy for such activities, (y) consider in good faith any comments from the non-Controlling Party and (z) keep the non-Controlling Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense, claim or counterclaim. Confidential Portions of this Exhibit marked as patent office are subject [***] have been omitted = CERTAIN CONFIDENTIAL INFORMATION OMITTED to Paragraphs 5.1(a), (b), (c) and (d); provided that UNIVERSITY and LICENSEE will discuss LICENSEE taking the lead, at LICENSEE’s expense, on inter partes reviews and similar post-grant matters before the Patent Trial and Appeal Board or similar administrative body that are based on the same subject matter as the claims or counterclaims in an infringement action being led by LICENSEE pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Kiniksa Pharmaceuticals, Ltd.Section 5.2(b) or (d).