Common use of Joint Improvements Clause in Contracts

Joint Improvements. (a) The Parties shall jointly own equal, undivided shares of all right, title, and interest to any Improvements to the DT-IP or CARVANA-IP made jointly by or for DT and CARVANA from and after the Effective Date, and all Intellectual Property in such Improvements, subject to the ownership of the underlying DT-IP or CARVANA-IP (collectively “Joint Improvements”). DT shall have the exclusive rights to all Joint Improvements in the field of the DT Business, CARVANA shall have the exclusive rights to all Joint Improvements in the field of the CARVANA Business, and each Party shall have the non-exclusive rights to all Joint Improvements in the field of the Non-Exclusive Business. (b) The Parties shall select mutually-acceptable outside counsel to conduct the preparation, filing, prosecution and maintenance of any patents and applications for patents, and IP LICENSE AGREEMENT any renewals, extensions and reissues thereof, in any jurisdiction (collectively, the “Patents”) directed to the Joint Improvements. The costs of procuring any such Patents shall be shared equally by the Parties. Any use or disclosure of confidential information is subject to the restrictions set forth in Section 8. If a Party elects not to share the cost of a Patent directed to a Joint Improvement or elects to discontinue sharing expenses for any Patent directed to a Joint Improvement, such Party will notify the other Party in writing of such election and will agree to assign its interest in any such Patent to the other Party, after which the other Party will solely own any such Patent. Notwithstanding the foregoing, such assignment of any ownership interest in any such Patent does not alter or modify the exclusive rights to practice such Patent in the Parties’ respective field of business. (c) Each Party, at its own expense, may initiate an action to enforce any Joint Improvements against accused infringer(s) within its respective field of exclusivity. The Party initiating the action will notify the other Party and identify the accused infringer(s). The other Party will cooperate in any such action (i) by agreeing to be named as party to the action solely to the extent necessary to maintain the action, and (ii) by not granting any license under the Joint Improvements to the identified accused infringer(s) until after such action is finally resolved. No Party will settle the action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The costs of any such action shall be born solely by the Party initiating such suit, claim or action, and any recovery realized as a result of such suit, claim, or action or related settlement will be retained by the Party initiating the action. (d) With respect to enforcement of the Joint Improvements in the field of the Non-Exclusive Business, the parties will cooperate in deciding whether and how to initiate an action to enforce any Joint Improvements against accused infringer(s) within the field of the Non-Exclusive Business; provided, however, that neither Party shall initiate any action without the other Party’s consent. If a Party fails to cooperate or refuses to consent to initiating such an action upon the other Party’s request, a Party may initiate such an action at its sole expense without the consent of the non-cooperating or refusing Party if the third party is a Competing Business of the initiating Party (provided that for purposes of this Section 4.3(d) an Affiliate shall not be deemed to be a third party), as further defined herein, and the initiating Party shall be entitled to retain all proceeds of such proceedings. In such instances, the initiating Party may join the other Party to the action solely to the extent necessary to maintain the action, and the initiating Party shall indemnify the other Party against all reasonable expenses incurred by reason of its joinder. In any event, neither Party shall (i) grant any license under the Joint Improvements to the identified accused infringer(s) until after an action is finally resolved, or (ii) settle an action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The Parties may, but are not obligated to, share equally in the costs of any such action, in which case any recovery realized as a result of such action will first be applied pro rata to reimburse the Parties’ reasonable costs and any remaining amounts will be divided equally between the Parties. If either Party declines, at its sole discretion, to share equally in such fees or expenses, but consents to the other Party initiating such action, the initiating Party shall solely bear the costs of any such action and shall indemnify the declining Party against all reasonable expenses incurred by reason of its joinder, and any recovery realized as a result of such action or related settlement will be retained by the initiating

Joint Improvements. (a) The In the case of Joint Improvements and Non-Severable Joint Improvements, the Parties shall jointly own equaldecide whether or not to secure patent protection and which Party shall bear the primary responsibility for preparing, undivided shares of all right, title, filing and interest to any Improvements to prosecuting the DTPatent applications resulting there from. Patent-IP or CARVANA-IP made jointly by or related expenses for DT and CARVANA from and after the Effective Date, and all Intellectual Property in such Improvements, subject to the ownership of the underlying DT-IP or CARVANA-IP (collectively “Joint Improvements”). DT shall have the exclusive rights to all Joint Improvements in the field of the DT Business, CARVANA shall have the exclusive rights to all and Non-Severable Joint Improvements in are **. If the field of the CARVANA Business, and each Parties cannot agree which Party shall have bear the non-exclusive rights to all Joint Improvements in the field of the Non-Exclusive Business. (b) The Parties shall select mutually-acceptable outside counsel to conduct the preparationprimary responsibility for preparing, filing, prosecution and maintenance of any patents and applications for patentsprosecuting Patent Applications resulting from a Joint Invention or a Non-Severable Joint Improvement, and IP LICENSE AGREEMENT any renewals, extensions and reissues thereof, in any jurisdiction (collectively, the “Patents”) directed then counsel mutually agreeable to the Joint ImprovementsParties shall prepare, file and prosecute the patent applications and the Parties shall ** related thereto. The costs of procuring any such Patents Each Party shall be shared equally promptly render all necessary assistance reasonably requested by the Partiesother Party in applying for and prosecuting the patent applications. Any use Neither Party shall file any patent application on Joint Improvements or a Non-Severable Joint Improvement which shall lead to the disclosure of confidential information is subject the other Party’s Confidential Information, unless the other Party has first agreed in writing to the restrictions set forth in Section 8filing. If a Party elects not to share responsible for the cost prosecution or maintenance of a Patent patent or patent application directed to a Joint Improvement or a Non-Severable Joint Improvement elects not to discontinue sharing continue prosecution or maintenance of such patent or patent application, the Party will give the other Party notice of such election within a reasonable period prior to allowing such patent or patent application to lapse or become unenforceable, and the other Party will have the right to continue prosecution or maintenance of such patent or patent application; and if ** decides not to file a patent application for a Non-Severable Joint Improvement, ** shall be permitted to do so. If a Party (the “Relinquishing Party”) declines to pay its share of patent-related expenses for any Patent patent application or patent directed to a Joint Improvement or a Non-Severable Joint Improvement, such Party will notify the other Party in writing may assume payment of such election and will agree to assign its interest in any such Patent to the other Party, after which the other Party will solely own any such Patent. Notwithstanding the foregoing, such assignment of any ownership interest in any such Patent does not alter or modify the exclusive rights to practice such Patent in the Parties’ respective field of business. (c) Each Party, at its own expense, may initiate an action to enforce any Joint Improvements against accused infringer(s) within its respective field of exclusivity. The Party initiating the action will notify the other Party and identify the accused infringer(s). The other Party will cooperate in any such action (i) by agreeing to be named as party to the action solely to the extent necessary to maintain the action, and (ii) by not granting any license under the Joint Improvements to the identified accused infringer(s) until after such action is finally resolved. No Party will settle the action without the other Relinquishing Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms share of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The costs of any such action shall be born solely by the Party initiating such suit, claim or action, and any recovery realized as a result of such suit, claim, or action or patent-related settlement will be retained by the Party initiating the action. (d) With respect to enforcement of the Joint Improvements in the field of the Non-Exclusive Business, the parties will cooperate in deciding whether and how to initiate an action to enforce any Joint Improvements against accused infringer(s) within the field of the Non-Exclusive Business; provided, however, that neither Party shall initiate any action without the other Party’s consent. If a Party fails to cooperate or refuses to consent to initiating such an action upon the other Party’s request, a Party may initiate such an action at its sole expense without the consent of the non-cooperating or refusing Party if the third party is a Competing Business of the initiating Party (provided that for purposes of this Section 4.3(d) an Affiliate shall not be deemed to be a third party), as further defined hereinexpenses, and the initiating Relinquishing Party shall be entitled will assign title to retain all proceeds of such proceedings. In such instances, the initiating patent application or patent to Party may join the other Party to the action solely to the extent necessary to maintain the action, and the initiating Party shall indemnify the other Party against all reasonable expenses incurred by reason of its joinder. In any event, neither Party shall (i) grant any license under the Joint Improvements to the identified accused infringer(s) until after an action is finally resolved, or (ii) settle an action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The Parties may, but are not obligated to, share equally in the costs of any such action, in which case any recovery realized as a result of such action will first be applied pro rata to reimburse the Parties’ reasonable costs and any remaining amounts will be divided equally between the Parties. If either Party declines, at its sole discretion, to share equally in such fees or expenses, but consents to the other Party initiating such action, the initiating Party shall solely bear the costs of any such action and shall indemnify the declining Party against all reasonable expenses incurred by reason of its joinder, and any recovery realized as a result of such action or related settlement will be retained by the initiatingassuming payment.

Joint Improvements. (a) The In the case of Joint Improvements and Non-Severable Joint Improvements, the Parties shall jointly own equaldecide whether or not to secure patent protection and which Party shall bear the primary responsibility for preparing, undivided shares of all right, title, filing and interest to any Improvements to prosecuting the DTPatent applications resulting there from. Patent-IP or CARVANA-IP made jointly by or related expenses for DT and CARVANA from and after the Effective Date, and all Intellectual Property in such Improvements, subject to the ownership of the underlying DT-IP or CARVANA-IP (collectively “Joint Improvements”). DT shall have the exclusive rights to all Joint Improvements in the field of the DT Business, CARVANA shall have the exclusive rights to all and Non-Severable Joint Improvements in are **. If the field of the CARVANA Business, and each Parties cannot agree which Party shall have bear the non-exclusive rights to all Joint Improvements in the field of the Non-Exclusive Business. (b) The Parties shall select mutually-acceptable outside counsel to conduct the preparationprimary responsibility for preparing, filing, prosecution and maintenance of any patents and applications for patentsprosecuting Patent Applications resulting from a Joint Invention or a Non-Severable Joint Improvement, and IP LICENSE AGREEMENT any renewals, extensions and reissues thereof, in any jurisdiction (collectively, the “Patents”) directed then counsel mutually agreeable to the Joint ImprovementsParties shall prepare, file and prosecute the patent applications and the Parties shall ** related thereto. The costs of procuring any such Patents Each Party shall be shared equally promptly render all necessary assistance reasonably requested by the Partiesother Party in applying for and prosecuting the patent applications. Any use Neither Party shall file any patent application on Joint Improvements or a Non-Severable Joint Improvement which shall lead to the disclosure of confidential information is subject the other Party’s Confidential Information, unless the other Party has first agreed in writing to the restrictions set forth in Section 8filing. If a Party elects not to share responsible for the cost prosecution or maintenance of a Patent patent or patent application directed to a Joint Improvement or a Non-Severable Joint Improvement elects not to discontinue sharing continue prosecution or maintenance of such patent or patent application, the Party will give the other Party notice of such election within a reasonable period prior to allowing such patent or patent application to lapse or become unenforceable, and the other Party will have the right to continue prosecution or maintenance of such patent or patent application; and if ** decides not to file a patent application for a Non-Severable Joint Improvement, Unigene shall be permitted to do so. If a Party (the “Relinquishing Party”) declines to pay its share of patent-related expenses for any Patent patent application or patent directed to a Joint Improvement or a Non-Severable Joint Improvement, such Party will notify the other Party in writing may assume payment of such election and will agree to assign its interest in any such Patent to the other Party, after which the other Party will solely own any such Patent. Notwithstanding the foregoing, such assignment of any ownership interest in any such Patent does not alter or modify the exclusive rights to practice such Patent in the Parties’ respective field of business. (c) Each Party, at its own expense, may initiate an action to enforce any Joint Improvements against accused infringer(s) within its respective field of exclusivity. The Party initiating the action will notify the other Party and identify the accused infringer(s). The other Party will cooperate in any such action (i) by agreeing to be named as party to the action solely to the extent necessary to maintain the action, and (ii) by not granting any license under the Joint Improvements to the identified accused infringer(s) until after such action is finally resolved. No Party will settle the action without the other Relinquishing Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms share of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The costs of any such action shall be born solely by the Party initiating such suit, claim or action, and any recovery realized as a result of such suit, claim, or action or patent-related settlement will be retained by the Party initiating the action. (d) With respect to enforcement of the Joint Improvements in the field of the Non-Exclusive Business, the parties will cooperate in deciding whether and how to initiate an action to enforce any Joint Improvements against accused infringer(s) within the field of the Non-Exclusive Business; provided, however, that neither Party shall initiate any action without the other Party’s consent. If a Party fails to cooperate or refuses to consent to initiating such an action upon the other Party’s request, a Party may initiate such an action at its sole expense without the consent of the non-cooperating or refusing Party if the third party is a Competing Business of the initiating Party (provided that for purposes of this Section 4.3(d) an Affiliate shall not be deemed to be a third party), as further defined hereinexpenses, and the initiating Relinquishing Party shall be entitled will assign title to retain all proceeds of such proceedings. In such instances, the initiating patent application or patent to Party may join the other Party to the action solely to the extent necessary to maintain the action, and the initiating Party shall indemnify the other Party against all reasonable expenses incurred by reason of its joinder. In any event, neither Party shall (i) grant any license under the Joint Improvements to the identified accused infringer(s) until after an action is finally resolved, or (ii) settle an action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The Parties may, but are not obligated to, share equally in the costs of any such action, in which case any recovery realized as a result of such action will first be applied pro rata to reimburse the Parties’ reasonable costs and any remaining amounts will be divided equally between the Parties. If either Party declines, at its sole discretion, to share equally in such fees or expenses, but consents to the other Party initiating such action, the initiating Party shall solely bear the costs of any such action and shall indemnify the declining Party against all reasonable expenses incurred by reason of its joinder, and any recovery realized as a result of such action or related settlement will be retained by the initiatingassuming payment.

Joint Improvements. (a) The Parties In the event of the occurrence of Joint Improvements, RegeneRx shall jointly own equal, undivided shares of all right, title, assume the responsibility and interest obligation to any Improvements to the DT-IP or CARVANA-IP made jointly by or for DT and CARVANA from and after the Effective Date, and all obtain appropriate Intellectual Property in protection for such Joint Improvement. In the event RegeneRx does not so assume, Defiante shall be permitted to obtain such Intellectual Property protection. The parties, regardless of which party obtains protection, shall split fifty/fifty (50/50) the reasonable prosecution costs therefor. In the event of any claims of infringement, both parties agree to defend the claim and split fifty/fifty (50/50) the costs incurred that are associated therewith. In the event of the occurrence of Joint Improvements: (i) during the Term of this Agreement, Defiante, its Affiliates and Sub-Licensees shall only be permitted, free of charge, to use, manufacture and, directly or indirectly, commercially distribute the Joint Improvements within the Field of Use within the Territory; (ii) during the Term of this Agreement, RegeneRx shall only be permitted, free of charge, to use, manufacture and, directly or indirectly, commercially distribute the Joint Improvements outside the Territory; and (iii) following the termination of this Agreement under Article 9, RegeneRx and Defiante shall be subject to the ownership of the underlying DT-IP or CARVANA-IP (collectively “Joint Improvements”). DT shall have the exclusive rights terms recited therein with respect to all Joint Improvements in the field of the DT Business, CARVANA shall have the exclusive rights to all Joint Improvements in the field of the CARVANA Business, and each Party shall have the non-exclusive rights to all Joint Improvements in the field of the Non-Exclusive Business. (b) The Parties shall select mutually-acceptable outside counsel to conduct the preparation, filing, prosecution and maintenance of any patents and applications for patents, and IP LICENSE AGREEMENT any renewals, extensions and reissues thereof, in any jurisdiction (collectively, the “Patents”) directed to the Joint Improvements. The aforementioned liability for costs shall survive termination of procuring any such Patents shall be shared equally this Agreement unless otherwise agreed to by the Partiesparties. Any use or disclosure CERTAIN PORTIONS OF THIS DOCUMENT INDICATED BY *** HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT ARTICLE 3 --------- COSTS AND EXPENSES, PAYMENT OBLIGATIONS, AUDIT RIGHTS 3.1 Manufacturing and Marketing Costs and Expenses. Defiante, its Affiliates, its Distributors and/or Sub-Licensees shall bear the full costs, expenses and liabilities for the production, marketing and distribution of confidential information is subject to the restrictions set forth in Section 8. If a Party elects not to share the cost of a Patent directed to a Joint Improvement or elects to discontinue sharing expenses Finished Products for any Patent directed to a Joint Improvement, such Party will notify the other Party in writing of such election and will agree to assign its interest in any such Patent to the other Party, after which the other Party will solely own any such Patent. Notwithstanding the foregoing, such assignment of any ownership interest in any such Patent does not alter or modify the exclusive rights to practice such Patent in the Parties’ respective field of business. (c) Each Party, at its own expense, may initiate an action to enforce any Joint Improvements against accused infringer(s) within its respective field of exclusivity. The Party initiating the action will notify the other Party and identify the accused infringer(s). The other Party will cooperate in any such action (i) by agreeing to be named as party to the action solely to the extent necessary to maintain the action, and (ii) by not granting any license under the Joint Improvements to the identified accused infringer(s) until after such action is finally resolved. No Party will settle the action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The costs of any such action shall be born solely by the Party initiating such suit, claim or action, and any recovery realized as a result of such suit, claim, or action or related settlement will be retained by the Party initiating the action. (d) With respect to enforcement of the Joint Improvements in the field of the Non-Exclusive Business, the parties will cooperate in deciding whether and how to initiate an action to enforce any Joint Improvements against accused infringer(s) within the field of the Non-Exclusive Business; provided, however, that neither Party shall initiate any action without the other Party’s consent. If a Party fails to cooperate or refuses to consent to initiating such an action upon the other Party’s request, a Party may initiate such an action at its sole expense without the consent of the non-cooperating or refusing Party if the third party is a Competing Business of the initiating Party (provided that for purposes of this Section 4.3(d) an Affiliate shall not be deemed to be a third party), as further defined hereinSale, and the initiating Party shall be entitled to retain all proceeds of such proceedings. In such instances, the initiating Party may join the other Party to the action solely to the extent necessary to maintain the action, and the initiating Party shall indemnify the other Party against all reasonable expenses incurred by reason of its joinder. In any event, neither Party shall (i) grant any license under the Joint Improvements to the identified accused infringer(s) until after an action is finally resolved, or (ii) settle an action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayedcreation, if any, of associated marketing collaterals, inserts, advisory information or material or the terms like, including any translations thereof. Additionally, Defiante, its Affiliates, its Distributors and/or Sub-Licensees shall bear any and all costs, expenses and liabilities related to advertising, of whatever nature, for the settlement would deprive the other Party of its rights Finished Products in each country in the asserted Joint Improvements. The Parties may, but are not obligated to, share equally Territory on or in the costs of any such action, in which case any recovery realized as a result of such action will first be applied pro rata to reimburse the Parties’ reasonable costs and any remaining amounts will be divided equally between the Parties. If either Party declines, at its sole discretion, to share equally in such fees or expenses, but consents to the other Party initiating such action, the initiating Party shall solely bear the costs of any such action and shall indemnify the declining Party against all reasonable expenses incurred by reason of its joinder, and any recovery realized as a result of such action or related settlement will be retained by the initiatingmedium.

Joint Improvements. (a) The In the case of Joint Improvements **, the Parties shall jointly own equaldecide whether or not to secure patent protection and which Party shall bear the primary responsibility for preparing, undivided shares of all right, title, filing and interest to any Improvements to prosecuting the DTPatent applications resulting there from. Patent-IP or CARVANA-IP made jointly by or related expenses for DT and CARVANA from and after the Effective Date, and all Intellectual Property in such Improvements, subject to the ownership of the underlying DT-IP or CARVANA-IP (collectively “Joint Improvements”). DT shall have the exclusive rights to all Joint Improvements in **. If the field of the DT Business, CARVANA shall have the exclusive rights to all Joint Improvements in the field of the CARVANA Business, and each Parties cannot agree which Party shall have bear the non-exclusive rights to all Joint Improvements in the field of the Non-Exclusive Business. (b) The Parties shall select mutually-acceptable outside counsel to conduct the preparationprimary responsibility for preparing, filing, prosecution and maintenance of any patents and applications for patentsprosecuting Patent Applications resulting from a Joint Invention **, and IP LICENSE AGREEMENT any renewals, extensions and reissues thereof, in any jurisdiction (collectively, the “Patents”) directed then counsel mutually agreeable to the Joint ImprovementsParties shall prepare, file and prosecute the patent applications and the Parties shall ** related thereto. The costs of procuring any such Patents Each Party shall be shared equally promptly render all necessary assistance reasonably requested by the Partiesother Party in applying for and prosecuting the patent applications. Any use or Neither Party shall file any patent application on Joint Improvements ** which shall lead to the disclosure of confidential information is subject the other Party’s Confidential Information, unless the other Party has first agreed in writing to the restrictions set forth in Section 8filing. If a Party elects not to share responsible for the cost prosecution or maintenance of a Patent patent or patent application directed to a Joint Improvement ** elects not to continue prosecution or elects maintenance of such patent or patent application, the Party will give the other Party notice of such election within a reasonable period prior to discontinue sharing allowing such patent or patent application to lapse or become unenforceable, and the other Party will have the right to continue prosecution or maintenance of such patent or patent application; and if ** decides not to file a patent application for a ** shall be permitted to do so. If a Party (the “Relinquishing Party”) declines to pay its share of patent-related expenses for any Patent patent application or patent directed to a Joint ImprovementImprovement **, the other Party may assume payment of the Relinquishing Party’s share of the patent-related expenses, and the Relinquishing Party will assign title to such patent application or patent to Party assuming payment. Enforcement of Unigene Patent Rights. Subject to Section 6.2.5 below, in the event that a Party learns that any Unigene Patent Rights necessary for the manufacture, use and/or sale of API are infringed or misappropriated by a Third Party in any country in the Territory, or is subject to a declaratory judgment action arising from such infringement in such country, such Party will shall promptly notify the other Party hereto. Unigene shall have the initial right (but not the obligation) to enforce such Unigene Patent Rights by initiating an appropriate suit or action against such Third Party, or defend any declaratory judgment action with respect thereto, at its expense, and to use Novartis’ name in writing connection therewith; provided that such use without Novartis’ written consent may only occur where necessary or indispensable for Unigene to bring such suit or action. Novartis shall have the right to join in any suit or action initiated by Unigene within 90 days of the bringing of such election suit or action by Unigene. Novartis may retain counsel of its choosing, at Novartis’ sole expense, or Novartis may utilize the counsel selected and will agree directed by Unigene and share equally in the costs associated therewith. In the event that Unigene fails to assign its interest initiate a suit or action to enforce such Unigene Patent Rights against such a Third Party in any jurisdiction in the Territory within ninety (90) days after notification of such infringement, Novartis may initiate such suit or action in its own name with regard to the applicable Unigene Patent Rights against such infringement, at the expense of Novartis, and to use Unigene’s name in connection therewith; provided that such use without Unigene’s written consent may only occur where necessary or indispensable for Novartis to bring such suit or action. If Novartis initiates such a suit or action, Unigene will have the right to join within ninety (90) days of the bringing of such suit or action by Novartis. Unigene may retain counsel of its choosing, at Unigene’s sole expense, or Unigene may utilize the counsel selected and directed by Novartis and share equally in the costs associated therewith. If only one Party is prosecuting a suit or action, the Party involved in the suit or action (the “Enforcing Party”), shall keep the other Party hereto reasonably informed of the progress of any such action. Unigene and/or Novartis shall recover their respective actual out-of-pocket expenses, or equitable proportions thereof, associated with any litigation or settlement thereof from any recovery made in a suit or action to which they were an active Party. Any excess amount recovered shall be allocated as follows: if the suit is joined by both Parties, the excess amount recovered is divided equally, and if only one Party brings the suit (the “Litigating Party”) and is not joined by the other Party, after which then only the other Litigating Party will solely own any such Patentshall receive the excess amount recovered. Enforcement of Joint Improvement Patent Rights. Notwithstanding anything to the foregoingcontrary in Section 6.2.4 above, such assignment of any ownership interest in any such Patent does not alter or modify the exclusive rights to practice such Patent in the Parties’ respective field event that any patent that is jointly owned by Unigene and Novartis under Section 6.1.1 of business. (c) Each this Agreement is infringed or misappropriated by a Third Party, Novartis and Unigene shall discuss whether, and, if so, how, to enforce such jointly owned patent or defend such jointly owned patent in an infringement action, declaratory judgment or other proceeding. In the event only one Party wishes to participate in such proceeding, it shall have the right to proceed alone, at its own expense, and may initiate an action to enforce retain any Joint Improvements against accused infringer(s) within its respective field of exclusivity. The Party initiating the action will notify the other Party and identify the accused infringer(s). The other Party will cooperate in any such action (i) by agreeing to be named as party to the action solely to the extent necessary to maintain the action, and (ii) by not granting any license under the Joint Improvements to the identified accused infringer(s) until after such action is finally resolved. No Party will settle the action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The costs of any such action shall be born solely by the Party initiating such suit, claim or action, and any recovery realized as a result of such suit, claim, or action or related settlement will be retained by the Party initiating the action. (d) With respect to enforcement of the Joint Improvements in the field of the Non-Exclusive Business, the parties will cooperate in deciding whether and how to initiate an action to enforce any Joint Improvements against accused infringer(s) within the field of the Non-Exclusive Businessrecovery; provided, however, that neither Party shall initiate any action without at the request and expense of the participating Party, the other Party’s consent. If a Party fails agrees to cooperate and join in any proceedings in the event that a Third Party asserts that the coowner of such Joint Improvement patent rights or refuses Non-Severable Joint Improvement patent rights is necessary or indispensable to consent to initiating such an action upon the other Party’s request, a Party may initiate such an action at its sole expense without the consent of the non-cooperating or refusing Party if the third party is a Competing Business of the initiating Party (provided that for purposes of this Section 4.3(d) an Affiliate shall not be deemed to be a third party), as further defined herein, and the initiating Party shall be entitled to retain all proceeds of such proceedings. In such instances, the initiating The participating Party may join shall keep the other Party hereto reasonably informed of the progress of such proceeding. Damages recovered by a Party or Parties in an action under this Section 6.2.5 are to be allocated according to the action solely to the extent necessary to maintain the actionscheme set out in Section 6.2.4, and the initiating Party shall indemnify the other Party against all reasonable expenses incurred by reason of its joinder. In any event, neither Party shall (i) grant any license under the Joint Improvements to the identified accused infringer(s) until after an action is finally resolved, or (ii) settle an action without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed, if the terms of the settlement would deprive the other Party of its rights in the asserted Joint Improvements. The Parties may, but are not obligated to, share equally in the costs of any such action, in which case any recovery realized as a result of such action will first be applied pro rata to reimburse the Parties’ reasonable costs and any remaining amounts will be divided equally between the Parties. If either Party declines, at its sole discretion, to share equally in such fees or expenses, but consents to the other Party initiating such action, the initiating Party shall solely bear the costs of any such action and shall indemnify the declining Party against all reasonable expenses incurred by reason of its joinder, and any recovery realized as a result of such action or related settlement will be retained by the initiatingabove.