Common use of Joint Patents Clause in Contracts

Joint Patents. In the event of any infringement of any Joint Patent that is not addressed by either Section 8.4(b)(i), 8.4(b)(ii) or 8.4(b)(iii), the parties shall meet to discuss how to proceed with respect to such infringement. For avoidance of doubt, it is understood that any infringement of any Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent and initiate an action with respect to such infringement, at its sole expense with no obligation to share any resulting recovery, provided that such party has given the other party the opportunity to join in such assertion and action and to share equally in any expenses and recoveries in connection therewith. The party not enforcing such Joint Patent shall provide reasonable assistance to the other party, at such other party’s expense, including providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGH.

Joint Patents. In Except as provided in Section 8.3.2, as between the event of any infringement of any Joint Patent that is not addressed by either Section 8.4(b)(i), 8.4(b)(ii) or 8.4(b)(iii)Parties, the parties Responsible Party shall meet have the first right, but not the obligation, to discuss how to proceed with respect to such infringement. For avoidance defend and control the defense of doubt, it is understood that any infringement the validity and enforceability of any the Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent and initiate an action with respect to such infringement, Patents at its sole expense cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed; including when such invalidity or unenforceability is raised as a defense or counterclaim in connection with no obligation an Infringement action *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Initiated pursuant to share any resulting recovery, Section 5.3; provided that if any such party has given the other party the opportunity to join in such assertion and action and to share equally in any expenses and recoveries claim is raised as a defense or counterclaim in connection therewith. The party not enforcing with an Infringement action initiated pursuant to Section 5.3, then the Party controlling such Joint Patent Infringement action shall provide reasonable assistance have the first right to defend and control the other party, at such other party’s expense, including providing access to relevant non-privileged documents defense of the validity and other evidence, making its employees available at reasonable business hours, and joining enforceability of the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencementapplicable Patents. With respect to any such claim, suit or proceeding with respect to any of the MGH Joint Patents, because MGH has retained rights the other Party may participate in such claim, suit or proceeding with counsel of its choice at its sole cost and expense; provided that the Responsible Party shall retain control of the defense in such claim, suit or proceeding. If the Responsible Party or its designee elects not to enforce defend or control the defense of the Joint Patents or otherwise be involved in fails to initiate and maintain the activities specified in this Section 8.4(g)(ii) for MGH defense of any such claim, suit or proceeding with respect to the Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take then the actions specified by this Section 8.4(g)(ii) in a manner consistent with other Party may conduct and control the MGH Agreementsdefense of any such claim, but Palomar shall not be deemed to be in breach of suit or proceeding at its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGHsole cost and expense.

Joint Patents. In the event If either Party becomes aware of any infringement alleged or threatened Infringement by a Third Party of any Joint Patent that is Patent, then such Party shall so notify the other Party, and the Parties shall promptly confer and determine (1) whether to bring such an enforcement action against such Third Party, (2) the strategy to be employed in connection with any such action, or (3) the manner in which to settle such action. Unless otherwise agreed, Oncoheroes has the first right, but not addressed by either Section 8.4(b)(i)the obligation, 8.4(b)(iito bring and control any legal action to enforce any Joint Patents against any Infringement in the Licensed Field, at its own expense as it reasonably determines appropriate, and Oncoheroes shall consider in good faith the interests of Allarity in such enforcement of any such Patents. Unless otherwise agreed, if Oncoheroes or its designee fails to file an action to xxxxx such Infringement within ninety (90) days after a written request from Allarity to do so, or 8.4(b)(iii), if Oncoheroes discontinues the parties shall meet to discuss how to proceed with respect to prosecution of any such action after filing without abating such infringement. For avoidance of doubt, it is understood that any infringement of then if such Infringement has not otherwise been abated by Oncoheroes or its designee, Allarity may enforce any Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in against the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent and initiate an action with respect to such infringementrelevant Infringement, at its sole own expense with no obligation to share any resulting recoveryas it reasonably determines appropriate, provided that Oncoheroes does not provide reasonable rationale for not doing so or continuing to do so (including a substantive concern regarding counter-claims by the infringing Third Party). The Party not bringing an action under this Section 9.3(b)(ii) will be entitled to separate representation in such party has given proceeding by counsel of its own choice and at its own expense and will cooperate fully with the Party bringing such action. Notwithstanding the foregoing, each Party shall discuss any such action it intends to bring under this Section 9.3(b)(ii) with the other party the opportunity to join Party, and shall not take any substantive position in any such enforcement proceeding or take any action in such assertion and action and enforcement proceeding that such Party reasonably believes in good faith would have the potential to share equally adversely affect or limit the scope, validity, or enforceability of any claim in any expenses and recoveries in connection therewith. The party not enforcing Patent Controlled by such Joint Patent shall provide reasonable assistance Party or its Affiliate that relates to the other party, at such other party’s expense, including providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGHProduct.

Joint Patents. The Responsible Party shall have the first right, but not the obligation, to prosecute Infringement with respect to the Joint Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at the Responsible Party’s sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the prosecution of Infringement with respect to the Joint Patents, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by MedImmune in writing. In the event of the Responsible Party prosecutes any infringement of any Joint Patent that is not addressed by either Section 8.4(b)(i), 8.4(b)(ii) or 8.4(b)(iii)such Infringement, the parties other Party shall meet have the right to discuss how to proceed with respect join as a party to such infringement. For avoidance of doubtclaim, it is understood that any infringement of any Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent suit or proceeding and initiate an action participate with respect to such infringement, its own counsel at its sole expense with no obligation to share any resulting recovery, cost and expense; provided that the Responsible Party shall retain control of the prosecution of such party has given claim, suit or proceeding, including the other party the opportunity response to join in such assertion and action and to share equally in any expenses and recoveries defense or defense of any counterclaim raised in connection therewith. The party If the Responsible Party or its designee does not enforcing such Joint Patent shall provide take and continue to pursue commercially reasonable assistance steps to the other party, at such other party’s expense, including providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance prosecute an Infringement with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained Patents in the Field within [***] following the date upon which the Responsible Party first receives notice or otherwise learns of such Infringement or such shorter period as may be necessary to preserve the other Party’s rights to enforce prosecute such Infringement effectively, unless the Parties otherwise agree in writing, or, provided such date occurs after the Responsible Party receives notice or otherwise be involved learns of such Infringement, [***] before the time limit, if any, set forth in Applicable Law for filing of such actions, whichever comes first, then (a) the activities specified in this Section 8.4(g)(iiResponsible Party shall so notify the other Party and, (b) for MGH Joint Patentsthe other Party may prosecute such alleged or threatened Infringement at its sole cost and expense. *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH AgreementsMARKED BY [***], but Palomar shall not be deemed to be in breach of its obligations under those Sections ifHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGHAS AMENDED.

Joint Patents. In the event If either Party becomes aware of any infringement alleged or threatened Infringement by a Third Party of any Joint Patent that is Patent, then such Party shall so notify the other Party, and the Parties shall promptly confer and determine (1) whether to bring such an enforcement action against such Third Party, (2) the strategy to be employed in connection with any such action, or (3) the manner in which to settle such action. Unless otherwise agreed, Verrica has the first right, but not addressed by either Section 8.4(b)(i)the obligation, 8.4(b)(ii) to bring and control any legal action to enforce any Joint Patents against any Infringement in the Licensed Field, at its own expense as it reasonably determines appropriate, and Verrica shall consider in good faith the interests of Lytix in such CERTAIN 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 enforcement of any such Patents. Unless otherwise agreed, if Verrica or 8.4(b)(iii)its designee fails to file an action to xxxxx such Infringement within [***] days after a written request from Lytix to do so, or if Verrica discontinues the parties shall meet to discuss how to proceed with respect to prosecution of any such action after filing without abating such infringement. For avoidance of doubt, it is understood that any infringement of then if such Infringement has not otherwise been abated by Verrica or its designee, Lytix may enforce any Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in against the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent and initiate an action with respect to such infringementrelevant Infringement, at its sole own expense with no obligation to share any resulting recoveryas it reasonably determines appropriate, provided that Verrica does not provide reasonable rationale for not doing so or continuing to do so (including a substantive concern regarding counter-claims by the infringing Third Party). The Party not bringing an action under this Section 0 will be entitled to separate representation in such party has given proceeding by counsel of its own choice and at its own expense and will cooperate fully with the Party bringing such action. Notwithstanding the foregoing, each Party shall discuss any such action it intends to bring under this Section 0 with the other party the opportunity to join Party, and shall not take any substantive position in any such enforcement proceeding or take any action in such assertion and action and enforcement proceeding that such Party reasonably believes in good faith would have the potential to share equally adversely affect or limit the scope, validity, or enforceability of any claim in any expenses and recoveries in connection therewith. The party not enforcing Patent Controlled by such Joint Patent shall provide reasonable assistance Party or its Affiliate that relates to the other party, at such other party’s expense, including providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGHProduct.

Joint Patents. In the event of any infringement of If either Member Party determines that any Joint Patent is being infringed by a Third Party’s activities, it shall notify the other Member Party in writing and provide it with any evidence of such infringement that is not addressed by either Section 8.4(b)(i)reasonably available. Gilead, 8.4(b)(ii) or 8.4(b)(iii)on behalf of, and in the name of, the parties JV, shall meet have the first right and option to discuss how respond to proceed any infringement with respect to such infringement. For avoidance of doubt, it is understood that any infringement of any Joint Patent that is subject by appropriate steps, including without limitation, filing an infringement suit or taking other similar action, and shall notify BMS of, and consult with BMS from time to those Sections time regarding, any such suit or other action. If Gilead elects at its sole discretion not to take action to respond to any such infringement, then BMS, on behalf of, and in the name of, the JV, shall not be subject have the right and option to this Section 8.4(g)(ii) even respond to such infringement by appropriate steps, including without limitation, filing an infringement suit or taking other similar action, and shall notify Gilead of, and consult with Gilead from time to time regarding, any such suit or other action. Without limiting the foregoing, in the event that Gilead (for itself or on behalf of the party(iesJV) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on receives a course of action, either party may assert such Joint Patent and initiate an action Paragraph (iv) Certification [ * ] with respect to the Combination Product, Gilead shall notify BMS within thirty (30) days after its receipt of such Paragraph (iv) Certification [ * ] whether or not Gilead has made the election described in the preceding sentence and, if Gilead elects not to take action to respond to any such infringement, at its sole expense with no obligation or fails to share any resulting recoverynotify BMS within such [ * ] period, provided that such party has given then BMS shall have the other party rights described in the opportunity to join in such assertion and action and to share equally in any expenses and recoveries in connection therewithimmediately preceding sentence. The party Member Party not enforcing such Joint Patent taking action to respond to the infringement shall provide reasonable assistance to the other party, at Member Party taking such other party’s expenseaction, including without limitation providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party Member Party taking such action to maintain the action. Any amounts recovered by a Member Party pursuant to this Section 11.3(c), provided that in whether by settlement or judgment, shall be deemed to be recovered on behalf of (and shall be paid over to) the event that JV; and the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses costs, including reasonable attorneys’ fees, without any markup, incurred by the non-enforcing party to provide Member Parties in making such reasonable assistance. In no event recovery shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGHtreated as Authorized Other Expenses.

Joint Patents. In the event If either Party becomes aware of any infringement alleged or threatened Infringement by a Third Party of any Joint Patent that is Patent, then such Party shall so notify the other Party, and the Parties shall promptly confer and determine (1) whether to bring such an enforcement action against such Third Party, (2) the strategy to be employed in connection with any such action, or (3) the manner in which to settle such action. Unless otherwise agreed, Verrica has the first right, but not addressed the obligation, to bring and control any legal action to enforce any Joint Patents against any Infringement, at its own expense as it reasonably determines appropriate, and Verrica shall consider in good faith the interests of Licensee in such enforcement of any such Patents. Unless otherwise agreed, if Verrica or its designee fails to file an action to xxxxx such Infringement within [***] after a written request from Licensee to do so, or if Verrica discontinues the prosecution of any such action after filing without abating such Infringement, then if such Infringement has not otherwise been abated by either Section 8.4(b)(i)Verrica or its designee, 8.4(b)(ii) or 8.4(b)(iii), the parties shall meet to discuss how to proceed with respect to such infringement. For avoidance of doubt, it is understood that any infringement of Licensee may enforce any Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in against the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent and initiate an action with respect to such infringementrelevant Infringement, at its sole own expense with no obligation to share any resulting recoveryas it reasonably determines appropriate, provided that Verrica does not provide reasonable rationale for not doing so or continuing to do so (including a substantive concern regarding counter-claims by the infringing Third Party). The Party not bringing an action under this Section 10.3(b)(ii) will be entitled to separate representation in such party has given proceeding by counsel of its own choice and at its own expense and will cooperate fully with the Party bringing such action. Notwithstanding the foregoing, the Party bringing an action under this Section 10.3(b)(ii) shall discuss any such action with the other party the opportunity to join Party, and shall not take any substantive position in any such enforcement proceeding or take any action in such assertion and action and enforcement proceeding that would have the potential to share equally adversely affect or limit the scope, validity, or enforceability of any claim in any expenses and recoveries in connection therewith. The party not enforcing such Joint Patent shall provide reasonable assistance to the other partyof Verrica Patents, at such other party’s expenseLicensee Patents, including providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGH.

Joint Patents. In the event of any infringement of any Joint Patent that is not addressed by either Section 8.4(b)(i), 8.4(b)(ii) or 8.4(b)(iii), the parties shall meet to discuss how to proceed with respect to such infringement. For avoidance of doubt, it is understood that any infringement of any Joint Patent that is subject to those Sections shall not be subject to this Section 8.4(g)(ii) even in the event that the party(ies) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on a course of action, either party may assert such Joint Patent and initiate an action with respect to such infringement, at its sole expense with no obligation to share any resulting recovery, provided that such party has given the other party the opportunity to join in such assertion and action and to share equally in any expenses and recoveries in connection therewith. The party not enforcing such Joint Patent shall provide reasonable assistance to the other party, at such other party’s expense, including providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party to maintain the action, provided that in the event that the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses incurred by the non-enforcing party to provide such reasonable assistance. In no event shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGH.. -52-

Joint Patents. In the event of any infringement of If either Member Party determines that any Joint Patent is being infringed by a Third Party’s activities, it shall notify the other Member Party in writing and provide it with any evidence of such infringement that is not addressed by either Section 8.4(b)(i)reasonably available. Gilead, 8.4(b)(ii) or 8.4(b)(iii)on behalf of, and in the name of, the parties JV, shall meet have the first right and option to discuss how respond to proceed any infringement with respect to such infringement. For avoidance of doubt, it is understood that any infringement of any Joint Patent that is subject by appropriate steps, including without limitation, filing an infringement suit or taking other similar action, and shall notify BMS of, and consult with BMS from time to those Sections time regarding, any such suit or other action. If Gilead elects at its sole discretion not to take action to respond to any such infringement, then BMS, on behalf of, and in the name of, the JV, shall not be subject have the right and option to this Section 8.4(g)(ii) even respond to such infringement by appropriate steps, including without limitation, filing an infringement suit or taking other similar action, and shall notify Gilead of, and consult with Gilead from time to time regarding, any such suit or other action. Without limiting the foregoing, in the event that Gilead (for itself or on behalf of the party(iesJV) having rights to enforce any such Joint Patent under those Sections declines to do so. If the parties are not able to agree on receives a course of action, either party may assert such Joint Patent and initiate an action Paragraph (iv) Certification with respect to the Combination Product, Gilead shall notify BMS within [*] after its receipt of such Paragraph (iv) Certification whether or not Gilead has made the election described in the preceding sentence and, if Gilead elects not to take action to respond to any such infringement, at its sole expense with no obligation or fails to share any resulting recoverynotify BMS within such [*] period, provided that such party has given then BMS shall have the other party rights described in the opportunity to join in such assertion and action and to share equally in any expenses and recoveries in connection therewithimmediately preceding sentence. The party Member Party not enforcing such Joint Patent taking action to respond to the infringement shall provide reasonable assistance to the other party, at Member Party taking such other party’s expenseaction, including without limitation providing access to relevant non-privileged documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing party Member Party taking such action to maintain the action. Any amounts recovered by a Member Party pursuant to this Section 11.3(c), provided that in whether by settlement or judgment, shall be deemed to be recovered on behalf of (and shall be paid over to) the event that JV; and the non-enforcing party has not agreed to join in such assertion and action in accordance with the immediately preceding sentence, the enforcing party shall reimburse the non-enforcing party for any reasonable out-of-pocket costs and expenses costs, including reasonable attorneys’ fees, without any markup, incurred by the non-enforcing party to provide Member Parties in making such reasonable assistance. In no event recovery shall this Section 8.4(g)(ii) be construed or applied in any way to limit the ability of either party to practice or (sub)license any Joint Patent; provided, however, that once a party has commenced an action for infringement against a Third Party, the other party shall not grant to such Third Party a license under any Joint Patent that may nullify the action for any such infringement, with the understanding that the foregoing proviso shall not apply to a Third Party Collaboration entered into by either party after the commencement of such action but for which substantial good faith negotiations had occurred before such commencement. With respect to the MGH Joint Patents, because MGH has retained rights to enforce or otherwise be involved in the activities specified in this Section 8.4(g)(ii) for MGH Joint Patents, Palomar shall use commercially reasonable efforts to cause MGH to take the actions specified by this Section 8.4(g)(ii) in a manner consistent with the MGH Agreements, but Palomar shall not be deemed to be in breach of its obligations under those Sections if, after using such commercially reasonable efforts, it is unable to comply with such obligations because of actions taken or not taken by MGHtreated as Authorized Other Expenses.