Common use of Notice of Infringement Clause in Contracts

Notice of Infringement. SYSTEM and LICENSEE shall promptly notify one another in writing of any alleged infringement of any INTELLECTUAL PROPERTY RIGHTS. Within thirty (30) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of that consent, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEM.

Notice of Infringement. SYSTEM and LICENSEE shall promptly notify one another in writing of any alleged infringement of any INTELLECTUAL PROPERTY RIGHTS. Within thirty (30) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of that consent, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINESthe LINE, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEM.

Notice of Infringement. SYSTEM and LICENSEE shall promptly notify one another in writing of any alleged infringement of any INTELLECTUAL PROPERTY PATENT RIGHTS. Within thirty (30) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of that consent, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY PATENT RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINESjointly owned Subject Inventions. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTSSubject Inventions, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEM.

Notice of Infringement. SYSTEM and LICENSEE shall promptly notify one another in writing of any alleged infringement of any INTELLECTUAL PROPERTY PATENT RIGHTS. Within thirty (30) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of that consent, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY PATENT RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINESjointly owned Subject Inventions. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements, subject to the prior written consent of SYSTEM if such settlement involves any admission adverse to LICENSEE or SYSTEM and further, if required by applicable law, of the Attorney General of the State of Texas, in the case of SYSTEM such consent not to be unreasonably withheld and to be provided to LICENSEE within ten (10) business days of receipt of LICENSEE’s written request. LICENSEE shall keep SYSTEM advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTSSubject Inventions, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEM.

Notice of Infringement. SYSTEM Each Party shall advise the other promptly of any instances of infringements, imitations, illegal use or misuse, of any intellectual property licensed in this Agreement, including Keurig Marks and LICENSEE patents. Xxxxxxxx shall promptly notify one another have the right to commence legal action for the enforcement of any such licensed intellectual property in the Territory, but prior to the commencement of any such Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. action by Xxxxxxxx, Xxxxxxxx shall advise Keurig by notice in writing of any alleged infringement its intention to do so. Keurig shall have the option to be exercised by delivery of notice in writing to Xxxxxxxx to assume the conduct of any INTELLECTUAL PROPERTY RIGHTSsuch action and appoint counsel of its choice at any time during the action provided that Keurig reimburses Xxxxxxxx for all reasonable legal costs incurred by Xxxxxxxx from the date of commencement of the action. Within thirty (30) days after receipt Keurig and Xxxxxxxx shall co-operate fully in the prosecution of any such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participationaction free of charge, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of each agrees that consent, SYSTEM may it shall be joined as a party in any Party plaintiff to the action brought by LICENSEE, so long as LICENSEE and authorizes such joinder. Each shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, right at its own discretion expense to retain independent counsel who shall be kept fully informed of all issues in the action, who shall be advised in advance of each new step in the action, and expensewho shall be entitled promptly to receive copies of all pleadings, documents and correspondence regarding the action. In the event that any such action is successfully prosecuted against an infringer, any damages, accounting of profits, award of legal costs or other recovery shall be applied first to take reimburse the Party having the conduct of the action for its reasonable legal expenses, including any amounts paid by Keurig to Xxxxxxxx in assuming the conduct of the action, and any remaining amounts shall then be divided between Keurig and Xxxxxxxx in proportion to the damages suffered by Xxxxxxxx and the Royalties lost by Keurig with respect to the infringing conduct, subject to arbitration as hereinafter set out if the Parties are unable to agree upon such proportion. In the event that any such action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINESis unsuccessful, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be the Party responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, determine a settlement position. LICENSEE action shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall paying any legal costs that may be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all developments with respect awarded to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEMsuccessful defendant.

Notice of Infringement. SYSTEM and LICENSEE shall promptly notify one another in writing of any alleged infringement of any INTELLECTUAL PROPERTY RIGHTS. Within thirty (30) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of that consent, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINESthe LINE, HYBRIDS HYBRIDS, DERIVATIVES, and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. , subject to the prior written consent of SYSTEM if such settlement involves any admission adverse to LICENSEE or SYSTEM and further, if required by applicable law, of the Attorney General of the State of Texas, in the case of SYSTEM such consent not to be unreasonably withheld and to be provided to LICENSEE within ten (10) business days of receipt of LICENSEE’s written request LICENSEE shall keep SYSTEM advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEM.

Notice of Infringement. SYSTEM and LICENSEE (i) KING shall promptly notify one another in writing give NOVAVAX notice of any alleged infringement or threatened infringement of any INTELLECTUAL PROPERTY RIGHTSNOVAVAX Trademarks used in connection with this Agreement. Within thirty Except as otherwise provided in Section 2.3(c)(ii) below, NOVAVAX shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of its Trademark. In the event that NOVAVAX chooses to take enforcement action in response to the infringement or threatened infringement of its Trademark, KING shall reasonably cooperate in such enforcement; provided, however, that NOVAVAX shall reimburse KING for reasonable expenses incurred by KING that are related to such enforcement. (30ii) NOVAVAX agrees to identify the primary brand Trademarks of the Products (each a "Primary Brand Trademark"). Exhibit 2.3(c)(ii) sets forth the list of Primary Brand Trademarks for the Products as of the Effective Date. As to each Primary Brand Trademark only, if NOVAVAX fails to take enforcement action within ninety (90) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation following notice thereof in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject response to the granting infringement or threatened infringement of that consentits Trademark in the Territory, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE then KING shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at in its own discretion and expensesole discretion, to take any action conduct litigation or other enforcement proceedings to enforce and prevent such infringement at NOVAVAX's expense. In such event, NOVAVAX shall reasonably cooperate in such enforcement. (iii) The parties shall cooperate in good faith with respect to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and all Trademark enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement actionactions hereunder, and SYSTEM will reasonably cooperate with LICENSEE to effect each party shall notify the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes other party promptly of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all substantive developments with respect to such Trademark enforcement actions, including, without limitation, all material filings, court papers and other related documents. Each party shall consider the enforcement action timely given, reasonable comments and settlement discussions, which includes supplying to SYSTEM copies advice of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings the other party with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject respect to the consent of the Attorney General of the State of Texas, SYSTEM agrees strategy employed and submissions made relative to enter into a joint defense agreementany Trademark enforcement actions. Any The party enforcing such Trademark action shall retain for its own account any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEMother monetary relief obtained in connection therewith.

Notice of Infringement. SYSTEM and LICENSEE Each party hereto shall advise the other promptly notify one another of any instances of infringements, limitations, illegal use or misuse of any Trade Xxxx. Licensee shall have the right to commence legal action for the enforcement of any such Trade Marks in the Territory, but prior to the commencement of any such action by Licensee, Licensee shall advise Grantor by notice in writing of any alleged infringement its intention to do so. Grantor shall have the option to be exercised by delivery of notice in writing to Licensee for Grantor to assume carriage of any INTELLECTUAL PROPERTY RIGHTSsuch action and appoint counsel of its choice at any time prior to or during the action, PROVIDED, HOWEVER that Grantor reimburses Licensee for all reasonable legal costs incurred by Licensee in connection therewith up to the date of Grantor's intervention. Within thirty (30) days after receipt Grantor and Licensee shall cooperate fully in the prosecution of any such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participationaction free of charge, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of each agrees that consent, SYSTEM may it shall be joined as a party in any plaintiff to the action brought by LICENSEE, so long as LICENSEE and authorizes such joinder. Each shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, right at its own discretion and expenseexpense to retain independent counsel or shall designate an individual of its choosing who shall be kept fully informed of all issues in the action, to take any action to enforce and to initiate and prosecute suits for infringement who shall be advised in advance of INTELLECTUAL PROPERTY RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for new step in the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE who shall be entitled promptly to effect receive copies of all pleadings, documents and correspondence regarding the enforcement action. In the event that any such action is successfully prosecuted against an infringer, any damages, accounting of profits, award of legal costs or other recovery shall be applied first to reimburse the party having carriage of the action for its reasonable legal expenses, including any amounts paid by Grantor to Licensee in assuming carriage of the action, and any remaining amounts shall then be divided between Grantor and Licensee in proportion to the damages suffered by Licensee and the Royalties lost by Grantor with respect to the infringing conduct, subject to arbitration if appropriatethe parties are unable to agree upon such proportion. In the event that any such action is unsuccessful, determine a settlement position. LICENSEE whoever has initiated or assumed carriage of the action shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall paying any legal costs which may be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all developments with respect awarded to the enforcement action and settlement discussions, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject to the consent of the Attorney General of the State of Texas, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEMsuccessful defendant.

Notice of Infringement. SYSTEM and LICENSEE (i) KING shall promptly notify one another in writing give NOVAVAX notice of any alleged infringement or threatened infringement of any INTELLECTUAL PROPERTY RIGHTSNOVAVAX Trademarks used in connection with this Agreement. Within thirty Except as otherwise provided in SECTION 2.3(c)(ii) below, NOVAVAX shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of its Trademark. In the event that NOVAVAX chooses to take enforcement action in response to the infringement or threatened infringement of its Trademark, KING shall reasonably cooperate in such enforcement; PROVIDED, HOWEVER, that NOVAVAX shall reimburse KING for reasonable expenses incurred by KING that are related to such enforcement. (30ii) NOVAVAX agrees to identify the primary brand Trademarks of the Products (each a "PRIMARY BRAND TRADEMARK"). EXHIBIT 2.3(c)(ii) sets forth the list of Primary Brand Trademarks for the Products as of the Effective Date. As to each Primary Brand Trademark only, if NOVAVAX fails to take enforcement action within ninety (90) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation following notice thereof in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject response to the granting infringement or threatened infringement of that consentits Trademark in the Territory, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE then KING shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at in its own discretion and expensesole discretion, to take any action conduct litigation or other enforcement proceedings to enforce and prevent such infringement at NOVAVAX's expense. In such event, NOVAVAX shall reasonably cooperate in such enforcement. (iii) The parties shall cooperate in good faith with respect to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and all Trademark enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement actionactions hereunder, and SYSTEM will reasonably cooperate with LICENSEE to effect each party shall notify the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes other party promptly of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all substantive developments with respect to such Trademark enforcement actions, including, without limitation, all material filings, court papers and other related documents. Each party shall consider the enforcement action timely given, reasonable comments and settlement discussions, which includes supplying to SYSTEM copies advice of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings the other party with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject respect to the consent of the Attorney General of the State of Texas, SYSTEM agrees strategy employed and submissions made relative to enter into a joint defense agreementany Trademark enforcement actions. Any The party enforcing such Trademark action shall retain for its own account any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEMother monetary relief obtained in connection therewith.

Notice of Infringement. SYSTEM and LICENSEE If any Collaboration Know-How, Collaboration Patent Right or any other Patent Right licensed by one Party to the other under this Agreement is infringed or misappropriated, as the case may be, by a Third Party, the Party to this Agreement first having knowledge of such infringement or misappropriation, shall promptly notify one another the other in writing of any alleged infringement of any INTELLECTUAL PROPERTY RIGHTSwriting. Within thirty (30) days after receipt The notice shall set forth the facts of such noticeinfringement or misappropriation in reasonable detail. The exclusive licensee of the Collaboration Know-How Collaboration Patent Right or other Patent Right shall have the primary right, SYSTEM and LICENSEE shall formulate a strategy for resolving but not the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvementobligation, participationto institute, prosecute, and representation in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject to the granting of that consent, SYSTEM may be joined as a party in control any action brought or proceeding with respect to infringement or misappropriation of such Collaboration Patent Right, other Patent Right or Collaboration Know-How by LICENSEE, so long as LICENSEE its own counsel. The other Party shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, at its own discretion and expense, to take any be represented in such action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINESby its own counsel. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement action, and SYSTEM will reasonably cooperate with LICENSEE to effect the enforcement action, and if appropriate, The Parties shall promptly determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and which Party shall have the right primary responsibility to enter into settlements. LICENSEE shall keep SYSTEM advised as to all developments institute, prosecute, and control any action or proceeding with respect to the enforcement action and settlement discussionsinfringement or misappropriation of Joint Collaboration Patent Rights, which includes supplying to SYSTEM copies of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings with the Parties’ counsel and the opposing side for settlement purposesother Party shall have the right, at its expense, to be represented in such action by its counsel. If necessaryDuring the Collaboration Term, and subject such determination may be made by the Executive Committee. Except as otherwise agreed to by the consent Parties as part of the Attorney General of the State of Texasa cost-sharing arrangement, SYSTEM agrees to enter into a joint defense agreement. Any damages received by LICENSEE any recovery realized as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTSsuch litigation, after deduction reimbursement of all enforcement related costs incurred by LICENSEEany litigation expenses of Isis and Lilly, shall be considered retained by the Party that brought and controlled such litigation for purposes of this Agreement, except that any recovery realized by Isis or Lilly as NET SALES a result of such litigation, after reimbursement of the Parties’ litigation expenses, shall, to the extent attributable to lost sales of Isis Products or LICENSE INCOMELilly Products, respectively, be treated as appropriateNet Sales of Isis Products by Isis or Net Sales of Lilly Products by Lilly, for the purpose of remuneration payments to SYSTEMrespectively.

Notice of Infringement. SYSTEM Portions of this Exhibit were omitted and LICENSEE have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (i) Each Party shall promptly notify one another in writing give the other Party notice of any alleged infringement or threatened infringement of any INTELLECTUAL PROPERTY RIGHTSof such other Party’s Trademarks used in connection with the Product(s) during the Copromotion Period. Within thirty Each Party shall determine in its sole discretion what action, if any, to take in response to the infringement or threatened infringement of that Party’s Trademark, other than the primary brand Trademark(s). The Parties intend that ALTACE® shall be the primary brand Trademark (30the “Primary Brand Trademark”) for the Product(s), [***]. In the event that one Party chooses to take enforcement action in response to the infringement or threatened infringement of its Trademark during the Copromotion Period, the other Party shall reasonably cooperate in such enforcement; provided, however, the enforcing Party shall reimburse the other Party for reasonable expenses incurred by the other Party that are related to such enforcement. (ii) As to the Primary Brand Trademark(s) only, if during the Copromotion Period, the Party owning such a Trademark fails to take enforcement action within one hundred twenty (120) days after receipt of such notice, SYSTEM and LICENSEE shall formulate a strategy for resolving the alleged infringement. LICENSEE acknowledges that SYSTEM’s involvement, participation, and representation following notice thereof in any litigation requires the prior written consent of SYSTEM and the Attorney General of the State of Texas, and subject response to the granting infringement or threatened infringement of that consentits Trademark, SYSTEM may be joined as a party in any action brought by LICENSEE, so long as LICENSEE the other Party shall pay all of SYSTEM’s reasonable costs and expenses. LICENSEE will have the right, in its sole discretion, to conduct litigation or other enforcement proceedings at its own discretion and expense, naming the Trademark owner as a Party plaintiff. In such event, the Trademark owner shall reasonably cooperate in such enforcement; provided, however, the enforcing Party shall reimburse the other Party for reasonable expenses incurred by the other Party that are related to take any such enforcement. (iii) The Parties shall cooperate in good faith with respect to all Trademark enforcement action to enforce and to initiate and prosecute suits for infringement of INTELLECTUAL PROPERTY RIGHTS covering LINES, HYBRIDS and/or NEW PARENTAL LINES. LICENSEE and SYSTEM will consult with each other upon a course of action and enforcement strategy. LICENSEE will be responsible for the conduct of any such enforcement actionhereunder, and SYSTEM will reasonably cooperate with LICENSEE to effect each Party shall notify the enforcement action, and if appropriate, determine a settlement position. LICENSEE shall be responsible for retaining counsel but will consult with SYSTEM and retain counsel reasonably acceptable to SYSTEM. For purposes other Party promptly of settlement, LICENSEE shall be the contact with the Parties’ counsel as well as the opposing Party(ies) and shall have the right to enter into settlements. LICENSEE shall keep SYSTEM advised as to all substantive developments with respect to such Trademark enforcement actions, including, without limitation, all material filings, court papers and other related documents. Each Party shall consider the enforcement action timely given, reasonable comments and settlement discussions, which includes supplying to SYSTEM copies advice of all papers received and filed in sufficient time for SYSTEM to comment thereon. SYSTEM may attend any and all meetings the other Party with the Parties’ counsel and the opposing side for settlement purposes. If necessary, and subject respect to the consent of the Attorney General of the State of Texas, SYSTEM agrees strategy employed and submissions made relative to enter into a joint defense agreementany Trademark enforcement actions. Any The Party enforcing such Trademark action shall retain for its own account any damages received by LICENSEE as a result of an enforcement action of rights to jointly owned INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by LICENSEE, shall be considered as NET SALES or LICENSE INCOME, as appropriate, for the purpose of remuneration payments to SYSTEMother monetary relief obtained in connection therewith.