Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party GPC under this Agreement in any countrycountry in the Territory. CURAGEN Except as provided in Section 13.3, GPC shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territoryinfringement. CURAGEN GPC shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration GPC Development Technology) in reasonable consultation with TOPOTARGET NEOTHERAPEUTICS and shall keep TOPOTARGET NEOTHERAPEUTICS apprised as to the status of any such infringement action CURAGEN GPC institutes. TOPOTARGET NEOTHERAPEUTICS shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN GPC to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGENGPC. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN GPC under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN GPC for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated used to pay NEOTHERAPEUTICS the royalty it would have been entitled to receive had the balance of such recovery or damages, to the Parties in the following proportions: [*************************************************]extent attributable to sales of such infringing products, been attributable to sales of Covered Products by GPC hereunder. (d) In Except as provided in Section 13.3, in the event CURAGEN GPC elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN GPC under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration GPC Development Technology) within 120 one hundred twenty (120) days after receiving notice thereof, TOPOTARGET NEOTHERAPEUTICS shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET NEOTHERAPEUTICS shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN GPC and shall keep CURAGEN GPC apprised as to the status of any such infringement action TOPOTARGET NEOTHERAPEUTICS institutes. CURAGEN GPC shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, actions as shall be appropriate to allow TOPOTARGET NEOTHERAPEUTICS to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by NEOTHERAPEUTICS under this Section 13.1(d) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of NEOTHERAPEUTICS for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated equally between the Parties.

Patent Enforcement. In the event that Access or AMAG becomes aware of a suspected infringement in the Territory of any Access Patent Right exclusively licensed to AMAG under this Agreement, or any such Access Patent Right is challenged in any action or proceeding (a) Each including any interferences, reissue proceedings or reexaminations), such Party shall notify the other promptly after Party promptly, and following such Party becomes aware of any alleged infringement in notification, the Field of any Patent licensed to either Party under this Agreement in any countryParties shall confer. CURAGEN [***] shall have the first right, but shall not the dutybe obligated, to institute patent bring an infringement actions against Third Parties action with respect to such infringement at its own expense, in its own name, provided, that [***] keeps [***] reasonably informed of its progress and provides [***] with copies of any substantive documents related to such alleged infringement in the Field proceedings and in the Territory. CURAGEN shall take reasonable notice of all such actions under this Section 13.1(a) (other than with respect proceedings. [***] shall make reasonable efforts to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actionsassist [***], at CURAGEN’s [***] request and expense, as in any action or proceeding being prosecuted if so requested, and shall lend its name to such actions or proceedings if reasonably requested by [***] or required by Applicable Law. If [***] recovers any damages or other sums in any such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall first be appropriate applied to allow CURAGEN all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including, without limitation, attorney’s fees. If such recovery is insufficient to institute and prosecute infringement actions under this Section 13.1(a). (b) The cover all such costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) both Parties, it shall be borne solely by CURAGEN. (c) Any award or compensation (including shared in proportion to the fair market value total of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all such costs and expenses incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be retained by [***], provided that [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [***] shall receive out of any such remaining recovery received by[***] an amount equivalent to [***]. [***] shall notify [***] of its decision to exercise its right to enforce or defend the [***] as soon as possible, but not later than [***] following its discovery or receipt of notice of the alleged infringement. If (i) [***] notifies [***] that it will not [***] in accordance with this Section 4.4(b); (ii) [***] has exhausted all legal appeals with respect to causing the alleged infringement to cease or causing the Person alleging the infringement to forebear or (iii) [***] fails to bring an infringement action within [***] following its discovery or receipt of notice of the alleged infringement; or (iv) [***] is not reasonably diligent in pursuing an infringement action or diligently defending the validity or enforceability of [***] at issue and, after notice from [***], fails to exercise reasonable diligence in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: activities, then [***] shall have the right to pursue the alleged infringer or take control of any action initiated by, or being defended by, [***] at [***] own expense. Notwithstanding the foregoing, if [***] has not initiated an infringement or misappropriation action as described under (iii) above, or ceased to pursue such action, on the advice of outside patent counsel, then [***] agrees not to initiate such an action without [***] prior consent not to be unreasonably withheld or delayed (with the determination of reasonableness taking into account the costs of such litigation, its likelihood for success, the potential damages or settlement recovery). In any such case, [***] will, wherever possible under Applicable Law, substitute [*************************] as party plaintiff for purposes of pursuing any alleged infringer, or as defendant for defending any [***]. (d) In the event CURAGEN elects not to. If [***] recovers any damages or other sums in any such action, suit or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely proceeding or in the CURAGEN Collaboration Technology) within 120 days after receiving notice settlement thereof, TOPOTARGET such damages or other sums recovered shall have first be applied to all out-of-pocket costs and expenses incurred by the rightParties in connection therewith, but not the dutyincluding, without limitation, attorneys fees. If such recovery is insufficient to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take cover all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) both Parties, it shall be borne solely shared in proportion to the total of such costs and expenses incurred by TOPOTARGETeach Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, and TOPOTARGET such funds shall be entitled to retain any award retained by [***]. No settlement, consent judgment or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result other voluntary final disposition of any such actionsuit regarding [***] in the Territory may be entered into by AMAG or Access without the consent of the other Party, which consent shall not be unreasonably withheld or delayed.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes within fifteen (15) business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Miragen Patents or Servier Patents, which infringement adversely affects or is expected to adversely affect any Licensed Product or any Companion Diagnostic, including any “patent certification” filed in the Field United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have declaratory judgment, opposition, or similar action alleging the first rightinvalidity, but not the duty, to institute patent unenforceability or non-infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(aof the Miragen Patents or Servier Patents (collectively “Product Infringement”). (b) The costs Servier shall have the first right to bring and expenses control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate, and Miragen shall have the right to be represented in any such action by counsel of bringing its choice. If Servier decides not to bring such legal action, it shall so inform Miragen promptly and maintaining Miragen shall have the right to bring and control any infringement legal action under Section 13.1(ain connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate after consultation with Servier, unless Servier reasonably objects to such action for likely having a material adverse effect upon the Commercialization (including profitability) shall be borne solely by CURAGENof the Licensed Product in the Territory. (c) Any award or compensation (including Miragen shall have the fair market value of non-monetary compensation) paid by Third Parties as a result of exclusive right to bring and control any infringement legal action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such Product Infringement outside the Territory at its own expense as it reasonably determines appropriate. Miragen shall have the exclusive right to enforce the Miragen Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Servier shall have the exclusive right to enforce the Servier Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the first right in its territory to enforce the Joint Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate; if such Party decides not to bring such legal action. Any remaining award or compensation , it shall be allocated so inform the other Party promptly and the other Party shall have the right to bring and control any legal action in connection with such infringement at its own expense as it reasonably determines appropriate after consultation with the Parties Party having the first right to enforce, unless the Party having the first right to enforce reasonably objects to such action for likely having a material adverse effect upon its activities in the following proportions: [*************************************************]its territory. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (e) In connection with any such proceeding, the event CURAGEN elects Party bringing the action shall not toenter into any settlement admitting the invalidity or non-infringement of, or fails tootherwise impairing the other Party’s rights in, exercise its rights under Section 13.1(athe Miragen Patents or Servier Patents without the prior written consent of the other Party. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) with respect Any recoveries resulting from enforcement action relating to any alleged infringement a claim of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely Product Infringement in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as Territory shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of bringing such costs and maintaining any infringement action under this Section 13.1(dexpenses (the “Remainder”) shall be borne solely by TOPOTARGET, and TOPOTARGET [*]. Any recoveries resulting from enforcement action relating to a claim of Product Infringement outside the Territory shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid retained by Third Parties as a result of any such actionMiragen.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes within [*] of becoming aware of any alleged or threatened infringement by a Third Party of any of the Licensed Patents, which infringement adversely affects or is expected to adversely affect any Licensed Product in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely , and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(aTerritory (collectively “Product Infringement”). (b) The costs As between the Parties, Zai has the first right to bring and expenses of bringing control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. If Zai does not bring such legal action within [*] after the notice provided pursuant to Section 13.3(a), Entasis may bring and maintaining control any infringement legal action under Section 13.1(a) shall be borne solely by CURAGENin connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. (c) Any award or compensation (At the request and expense of the Party bringing an action under Section 13.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including the fair market value of non-monetary compensation) paid by Third Parties executing reasonably appropriate documents, cooperating in discovery and joining as a result of any infringement party to the action brought if required by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first Applicable Law to reimbursement of CURAGEN for all expenses incurred by it in connection with pursue such action. Any remaining award In connection with any such enforcement action, the Party bringing the action shall not enter into any settlement admitting the invalidity or compensation shall be allocated to non-infringement of, or otherwise impairing the Parties other Party’s rights in the following proportions: [*************************************************]Licensed Patents without the prior written consent of the other Party. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect Any recoveries resulting from enforcement action relating to any alleged infringement a claim of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely Product Infringement in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as Territory shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of bringing such costs and maintaining expenses shall be retained by the enforcing Party, provided that if Zai is the enforcing Party, then such excess recoveries shall be deemed Net Sales of Licensed Products and subject to royalty payment in Article 9. (e) Entasis has the exclusive right to bring and control any legal action to enforce the Licensed Patents against any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGETthat is not a Product Infringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and TOPOTARGET shall be entitled to may retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionall recoveries.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN CpG and/or Sublicensee(s) shall have the first right, but not the dutyobligation, to institute patent infringement actions against Third Parties third parties based on any Patent Right licensed under this Agreement. If CpG and/or any Sublicensee does not institute an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, within one hundred eighty (180) days after receipt of notice from LOEB, (i) with respect to any such alleged inventions owned solely by LOEB, LOEB shall have the right, but not the obligation, to institute an infringement in the Field proceeding, and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a(ii) (other than with respect to a Patent included solely in Joint Invention, shall have such rights as are mutually agreed by the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET other owners of such Joint Invention as appropriate. The costs and shall keep TOPOTARGET apprised as to the status expenses of any such infringement action CURAGEN institutes(including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the action. TOPOTARGET Each Party shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions under this Section 13.1(a). (b) The costs and such expenses of bringing and maintaining any infringement action under Section 13.1(a) shall will be borne solely by CURAGEN. (c) the instituting party. Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties third parties as a result of any such an infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first applied to reimbursement reimburse the costs and expenses (including attorney’s fees) of CURAGEN for all the Party bringing suit, or to reimburse the costs and expenses (including attorney’s fees) incurred by it the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in connection cooperating with CpG in such actionsuits. Any remaining amount of the award or compensation shall be allocated regarded as Sublicense Income and an amount shall be paid to the Parties in LOEB pursuant to Section 4.1(c). Notwithstanding the following proportions: [*************************************************]foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth above. (db) In Notwithstanding the event CURAGEN elects not toforegoing, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET neither Party shall be entitled to retain any award settle or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result otherwise dispose of any such actionsuit brought pursuant to provisions of Section 6.4(a) without the approval of the other Party, which approval shall not be unreasonably withheld.

Patent Enforcement. Alibaba will have the sole control and discretion over the enforcement or defense of any Alipay-Related Patent and New FIG Business-Related Patent. In the event that Purchaser or its designated Subsidiary reasonably believes that any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent is being infringed by a third Person, Purchaser or its designated Subsidiary shall promptly notify Alibaba in writing, or in the event that a declaratory judgment action is brought against Purchaser or any of its Subsidiaries with respect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent (or a reexamination request or post-grant challenge is filed against an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent), it shall promptly notify Alibaba in writing. (a) Each Party shall notify As between the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN Parties hereto, Alibaba shall have the first right, initial right (but not the dutyobligation) to control the enforcement of the Alipay-Exclusive Patents and New FIG Business-Exclusive Patents, to institute patent infringement actions or defend any declaratory judgment action against Third Parties Purchaser or any of its Subsidiaries (or reexamination request or post-grant challenge) with respect thereto (each, for purposes of this Section 6.2, an “Enforcement Action”). All recoveries obtained by Alibaba from an Enforcement Action pursuant to this Section 6.2(a) will be first used to reimburse Alibaba for its out-of-pocket litigation expenses (including but not limited to any attorneys’ fees and court costs) in connection with the Enforcement Action and one hundred percent (100%) of any remaining recoveries will go to Purchaser or its designated Subsidiary. For clarity, any such alleged infringement recoveries shall be included in the Field consolidated pre-tax income of the Purchaser Group for the applicable fiscal year in which they are accrued, and shall be taken into consideration in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect calculation of the Alipay Royalty and New FIG Royalty pursuant to a Patent included solely in Article V. At the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and request of Purchaser or its designated Subsidiary, Alibaba shall keep TOPOTARGET apprised as to Purchaser or its designated Subsidiary reasonably informed of the status progress of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate Enforcement Action brought or defended by Alibaba pursuant to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a6.2(a). (b) The costs and expenses In the event that Alibaba does not initiate an Enforcement Action to enforce the Alipay-Exclusive Patents or New FIG Business-Exclusive Patents against a commercially significant infringement by a third Person in the field of bringing and maintaining the FIG Holdco Business (“Qualifying Infringement”), within ninety (90) days after a formal, written request by Purchaser or its designated Subsidiary to initiate such Enforcement Action, Alipay or its designated Subsidiary (in the case of an Alipay-Exclusive Patent) or Purchaser or its designated Subsidiary (in the case of a New FIG Business-Exclusive Patent) may initiate an Enforcement Action against such infringement. In the event that Alibaba does not promptly undertake, at Alibaba’s expense, the defense of a declaratory judgment action against Purchaser or any infringement action under Section 13.1(aof its Subsidiaries (or a reexamination request or post-grant challenge) with respect to any of the Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, Alipay or its designated Subsidiary (in the case of an Alipay-Exclusive Patent) or Purchaser or its designated Subsidiary (in the case of a New FIG Business-Exclusive Patent) shall have the right to do so at its own expense. Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary, as applicable, must consult with Alibaba prior to initiating any Enforcement Action or defending any declaratory judgment action (or reexamination) pursuant to this Section 6.2(b) with respect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent, and shall not assert any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent against any third Person if, in the written opinion of outside patent counsel mutually agreed to by the Parties, it is more likely than not that such third Person is not infringing the Alipay-Exclusive Patent or New FIG Business-Exclusive Patent in the field of the FIG Holdco Business. Alibaba shall have the right (but not the obligation) to cooperate, at Alipay’s or its designated Subsidiary’s expense or Purchaser’s or its designated Subsidiary’s expense, in any Enforcement Action initiated or defended by Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary under this Section 6.2(b) (including joining such Enforcement Action as a party plaintiff if necessary or desirable for initiation or continuation of such Enforcement Action) and shall have the right (but not the obligation) to participate and be borne solely represented in any such Enforcement Action with counsel of its choice at Alibaba’s own expense. In any event, Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary shall keep Alibaba reasonably informed of the progress of any such Enforcement Action initiated or defended by CURAGENAlipay or its designated Subsidiary or Purchaser or its designated Subsidiary pursuant to this Section 6.2(b) and, upon Alibaba’s request, shall seek Alibaba’s input on any substantive submissions or positions it takes in the litigation regarding the scope, validity and enforceability of the Alipay-Exclusive Patents and New FIG Business-Exclusive Patents. Alipay or its designed Subsidiary or Purchaser or its designated Subsidiary, as applicable, shall have the right to enter into an agreement in settlement of any Enforcement Action brought or defended pursuant to this Section 6.2(b), including the grant of a license within the field of the Alipay Business (in the case of an Alipay-Exclusive Patent) or New FIG Business (in the case of a New FIG Business-Exclusive Patent), but shall not enter into any settlement agreement which would impose any obligation or cost on, or otherwise adversely affect, Alibaba or any of its Subsidiaries (for clarity, for purposes or the foregoing, the Parties acknowledge that a non-exclusive license consistent with this Amended IPLA that is granted to the defendant in any such Enforcement Action shall not be regarded as adversely affecting Alibaba or its Subsidiaries), or make any admission relating to the validity or enforceability of any Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, without the prior written consent of Alibaba, such consent not to be unreasonably withheld or delayed. All recoveries obtained by Purchaser or its designated Subsidiary from an Enforcement Action pursuant to this Section 6.2(b) will be first used to reimburse Alibaba for its out-of-pocket litigation-related expenses (including reasonable attorneys’ fees and court costs) in connection with the Enforcement Action and any remaining recoveries will be retained one hundred percent (100%) by Purchaser and/or its Subsidiaries (as designated by Purchaser) and included in the consolidated pre-tax income of the Purchaser Group in the fiscal year in which such recoveries are accrued. (c) Any award Notwithstanding anything set forth in Section 6.2(b), Alibaba may, in its sole discretion, refuse to cooperate with Alipay or compensation its designated Subsidiary or Purchaser or its designated Subsidiary in connection with, or otherwise participate in, any Enforcement Action (including the fair market value “Right of non-monetary compensation) paid by Third Parties Refusal”), and Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary shall not seek to join Alibaba or any Alibaba Subsidiary as a result of party in any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such actionEnforcement Action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise Alibaba exercises its rights under Section 13.1(a) Right of Refusal with respect to any alleged Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, then, upon Alipay’s or its designated Subsidiary’s or Purchaser’s or its designated Subsidiary’s written request, Alibaba agrees to cooperate with Alipay or designated Subsidiary or Purchaser or its designated Subsidiary to determine if the assignment of any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, as applicable, or waiver of Alibaba’s right to enforce the subject Alipay-Exclusive Patent or New FIG Business-Exclusive Patent would be necessary for the purposes of Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary to pursue or defend the applicable Enforcement Action. If Alibaba and Alipay or its designated Subsidiary, or Purchaser or its designated Subsidiary, determine that such an assignment of any Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s), as applicable, or waiver of Alibaba’s rights is necessary, then Alibaba will elect, in its sole discretion and subject to the unanimous approval of the Alibaba Independent Committee as to which option to elect: (i) to join in the applicable Enforcement Action, (ii) file appropriate papers with the applicable court confirming that it waives its rights to enforce the applicable Alipay-Exclusive Patent or New FIG Business-Exclusive Patent and agrees that Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary may enforce such Alipay-Exclusive Patent or New FIG Business-Exclusive Patent, as applicable, or (iii) to assign to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, as applicable, at Alibaba’s sole cost and expense and subject to Section 2.7(a), Alibaba’s entire right, title and interest in and to such Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s), together with the right to recover any damages for past infringement of a such Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s). For clarity, any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent assigned to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, pursuant to this Section 6.2(c) will constitute Alipay-Retained IP licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, Alibaba and its Subsidiaries pursuant to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d2.7(a). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action.

Patent Enforcement. (a) Each Party shall notify In the other promptly after such Party becomes aware event that a third party attacks the validity of any alleged infringement particular BII Patent Right listed in Annex 2 in any country of the Inspire Territory, then BII shall at its own discretion promptly take such legal action as is required to defend the validity of such particular BII Patent Right in the Field Inspire Territory and Inspire shall give all reasonable assistance (excluding financial assistance) to BII. Inspire may be represented by counsel of any Patent licensed to either Party under this Agreement its own selection at its own expense in any country. CURAGEN such legal action, but BII shall have the first rightright to control the suit and proceeding; provided, but however, that BII shall not agree to any settlement of the duty, to institute patent infringement actions against Third Parties suit with respect to any such alleged infringement BII Patent Rights listed in Annex 2 in the Field and in Inspire Territory without the Territoryprior written consent of Inspire not to be unreasonably withheld, delayed or conditioned. CURAGEN shall If BII does not take all such actions under this Section 13.1(a) (other than with respect legal action as is required to a Patent included solely in defend the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status validity of any such infringement action CURAGEN institutes. TOPOTARGET BI Patent Right in the Inspire Territory, BII shall execute all reasonableprovide at thirty (30) days notice to Inspire prior to a corresponding deadline, necessary if applicable, and proper documents and take such actionsInspire may then, at CURAGEN’s request its option, assume control and defense of such action relating to such BII Patent Right in the Inspire Territory, at its expense. In the event that Inspire assumes control of the defense of such BII Patent Right in the Inspire Territory, as BII shall give reasonable assistance (excluding financial assistance) to Inspire. BII may be appropriate represented by counsel of its own selection at its own expense in any such legal action, but Inspire shall have the right to allow CURAGEN control the suit and proceeding; provided, however, that Inspire shall not agree to institute and prosecute infringement actions under this Section 13.1(a)any settlement of the suit without the prior written consent of BII not be unreasonably withheld, delayed or conditioned. (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects that a third party attacks the validity of any particular Inspire Patent Right in any country of the BII Territory, then Inspire shall at its own discretion promptly take such legal action as is required to defend the validity of such particular Inspire Patent Rights in the BII Territory and BII shall give all reasonable assistance (excluding financial assistance) to Inspire. BII may be represented by counsel of its own selection at its own expense in any such legal action, but Inspire shall have the right to control the suit and proceeding; provided, however, that Inspire shall not to, or fails to, exercise its rights under Section 13.1(a) agree to any settlement of the suit with respect to any alleged infringement of a Inspire Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely Right in the CURAGEN Collaboration TechnologyBII Territory without the prior written consent of BII which shall not to be unreasonably withheld, delayed or conditioned. If Inspire does not take legal action as is required to defined the validity of any such Inspire Patent Right in the BII Territory, Inspire shall provide at thirty (30) within 120 days after receiving notice thereofto BII prior to a corresponding deadline, TOPOTARGET if applicable, and BII may then, at its option, assume control and defense of such action at its expense. In the event that BII assumes control of the defense, Inspire shall give reasonable assistance (excluding financial assistance) to BII. Inspire may be represented by counsel of its own selection at its own expense in any such legal action, but BII shall have the rightright to control the suit and proceeding; provided, but however, that BII shall not the duty, to institute patent infringement actions against Third Parties with respect agree to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to settlement of the status suit without the prior written consent of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonableInspire not be unreasonably withheld, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award delayed or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionconditioned.

Patent Enforcement. (a) Each Party 11.1 If at any time during the TERM of this Agreement either party shall notify the other promptly after such Party becomes become aware of any alleged infringement in the Field or threatened infringement of any Patent licensed of ASU’s COLLECTIVE PATENT RIGHTS, such party shall give immediate notice of it to either Party under this Agreement in any countrythe other party. CURAGEN ASU shall take all reasonable steps to enforce ASU’s COLLECTIVE PATENT RIGHTS against infringers. LICENSEE and its SUB- LICENSEES shall give reasonable assistance to ASU and shall have the first rightright to join in any infringement or enforcement action at its own expense to recover damages for injury to LICENSEE or its SUB-LICENSEES resulting from the infringement. 11.2 If ASU is not able or willing to take action against an infringer as set forth above, but ASU shall, within one hundred twenty (120) days of receipt of notice of the alleged infringement, notify LICENSEE that it will not take action against the dutyinfringer. LICENSEE, and/or its SUB-LICENSEES, after giving ASU written notice of its (their) intention to institute patent infringement actions against Third Parties with respect to any such alleged infringement in do so, may at its or their own expense take action. ASU shall permit, if legally necessary, the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET use of its name and shall keep TOPOTARGET apprised as to the status of execute any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, do any acts as shall may be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses reasonably necessary for the purpose of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such taking action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and LICENSEE shall keep CURAGEN apprised as to ASU informed of the status progress of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGETthe action, and TOPOTARGET ASU shall be entitled to retain any award or compensation (including separate counsel at its own expense. Any recovery received by LICENSEE pursuant to this Paragraph shall be retained for the fair market value benefit of non-monetary compensation) LICENSEE, provided that royalties specified in Article 5 shall be paid by Third Parties as a result to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE’s expenses hereunder. 11.3 If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU COLLECTIVE PATENT RIGHTS, those payments shall be credited against LICENSEE’s royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4 After an initial determination by a court or tribunal that a claim or claims of any of the ASU COLLECTIVE PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such actionASU COLLECTIVE PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resorts. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5 Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes within [*] of becoming aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Collaboration Product, including any “patent certification” filed in the Field United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have declaratory judgment, opposition, or similar action alleging the first rightinvalidity, but not the duty, to institute patent unenforceability or non-infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonableof the Cytokinetics Patents, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(aAstellas Patents or Collaboration Patents (collectively “Product Infringement”). (b) The costs Astellas shall have the first right to bring and expenses control any legal action in connection with any Product Infringement at its own expense as it reasonably determines appropriate, and Cytokinetics shall have the right to be represented in any such action by counsel of bringing its choice. Astellas shall provide Cytokinetics and maintaining its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such action, any infringement counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If Astellas decides not to bring such legal action, it shall so notify Cytokinetics promptly in writing and Cytokinetics shall have the right to bring and control any legal action under Section 13.1(a) shall be borne solely by CURAGENin connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) Any award or compensation (including Cytokinetics shall have the fair market value of non-monetary compensation) paid by Third Parties as a result of exclusive right to enforce the Cytokinetics Patents for any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall be allocated first have the exclusive right to reimbursement of CURAGEN enforce the Astellas Patents for all expenses incurred by any infringement that is not a Product Infringement at its own expense as it in connection with such actionreasonably determines appropriate. Any remaining award or compensation Each Party shall be allocated have the right to enforce the Parties in the following proportions: [*************************************************]Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (e) In connection with any such proceeding, the event CURAGEN elects Party bringing the action shall not toenter into any settlement admitting the invalidity of, or fails tootherwise impairing the other Party’s rights in, exercise its rights under Section 13.1(athe Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. (f) with respect Any recoveries resulting from enforcement action relating to any alleged infringement a claim of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as Product Infringement shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The first applied against payment of each Party’s costs and expenses in [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of bringing the Securities Exchange Act of 1934, as amended. connection therewith. Any such recoveries in excess of such costs and maintaining any infringement action under this Section 13.1(dexpenses (the “Remainder”) shall be borne solely by TOPOTARGET[*], and TOPOTARGET provided that, if [*], then such Remainder shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action[*] in accordance with Section [*].

Patent Enforcement. (a) Each Party Section 8 of the Agreement is hereby amended to read in full as follows: 8.1 Either party shall notify inform the other promptly after such Party becomes party in writing within ten (10) business days of it becoming aware of any alleged infringement in of the Field Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of any Patent licensed to either Party under this Agreement in any country. CURAGEN Agreement, UFRF shall have the first right, but shall not the dutybe obligated, to institute patent infringement actions against Third Parties with respect prosecute at its own expense using outside counsel reasonably acceptable to Licensee any such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringement infringement. If UFRF does not exercise its option to enforce or defend any Licensed Patents, then Licensee shall have the right and option to pursue the alleged infringer using outside counsel reasonably acceptable to UFRF, at Licensee’s own expense. If either party prosecutes any such infringement, the other party agrees that it may be joined as a co-plaintiff in any such suit if so required by law, without expense to the Field and other party. The party prosecuting any such action shall indemnify the other party against any order for costs that may be made against such other party in such proceedings. 8.3 If within six (6) months after having notified Licensee that it shall prosecute or defend Licensed Patents UFRF shall have been unsuccessful in persuading the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect alleged infringer to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET desist and shall keep TOPOTARGET apprised as to the status of any such not have brought and shall not be diligently prosecuting an infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonableaction, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET then Licensee shall have the right, but shall not the dutybe obligated, to institute patent prosecute at its own expense any infringement actions against Third Parties of the Licensed Patents. No settlement, consent judgment or other voluntary final disposition of any infringement suit that is the subject of this Section 8 may be entered into without the consent of both parties, which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives [***] of such remainder and Licensee receives [***]; provided that in the event that deeming the amount of such balance as [***] at the rate of either [***] (if the [***] that are the subject of [***]) or at the rate of [***] (if the [***] that are the subject of [***] may elect to [***] based upon such [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such alleged infringement. TOPOTARGET suit shall take all such actions under this Section 13.1(d) be applied first in satisfaction of any reasonable consultation with CURAGEN unreimbursed expenses and shall keep CURAGEN apprised as legal fees of Licensee relating to the status suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as recovery shall be appropriate divided so that Licensee receives [***] on the [***] (whichever measure of [***] (if any)), and UFRF receives an amount equal to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(dthe [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) balance, if any, remaining shall be borne solely by TOPOTARGET, allocated so that Licensee receives [***] of such remainder and TOPOTARGET shall be entitled UFRF receives [***] ; provided that in the event that deeming the amount of such balance as [***] at the rate of either [***] (if the [***]that are the subject of [***]) or at the rate of [***] (if the [***] may elect to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any [***] based upon such action[***].

Patent Enforcement. (a) Each Party The ANRC shall notify promptly provide written notification to VITEX, in the other promptly after such Party event the ANRC becomes aware of any alleged third party infringement in or possible infringement of the Field Patent Rights. Upon receipt of any Patent licensed such notice and subject to either Party VITEX's rights under this the Exclusive License Agreement in any country. CURAGEN (#3) For Virally Inactivated Transfusion Plasma Products between VITEX and the New York Blood Center, Inc., VITEX shall have the first right, but not the dutyobligation, to institute patent infringement actions against Third Parties with respect take appropriate legal action in connection therewith. In the event that VITEX elects to any take such alleged infringement in action, the Field conduct of the action shall be entirely directed by VITEX, and in the Territory. CURAGEN VITEX shall take pay all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET costs and shall keep TOPOTARGET apprised as to the status expenses associated therewith and retain all recoveries of any such infringement action CURAGEN institutesaction. TOPOTARGET shall execute all reasonableHowever, necessary and proper documents and in the event that VITEX elects not to take such actionsaction, then VITEX shall elect to grant in writing to the ANRC the right to xxx in its own name, at CURAGEN’s request its own expense and expensefor its own benefit, as any such infringement under the Patent Rights. In such event, VITEX agrees that it will cooperate with the ANRC. Further, if the ANRC prevails in such action, the ANRC shall retain any recoveries up to and including an amount equal to the ANRC's reasonable costs and expenses incurred in bringing the action. Any recoveries in excess of such amounts shall be appropriate to allow CURAGEN to institute divided equally between VITEX and prosecute infringement actions under this Section 13.1(a)the ANRC. (b) The costs ANRC agrees to report to VITEX, promptly and expenses in written detail, each claim of bringing and maintaining any patent infringement action under Section 13.1(a) shall be borne of which the ANRC becomes aware based solely by CURAGEN. (c) Any award or compensation (including on ANRC's exercise of the fair market value Distribution Rights. In the event of non-monetary compensation) paid by Third Parties as a result litigation against the ANRC on account of any infringement action brought by CURAGEN under Section 13.1(asuch claim, and upon the ANRC's providing notice of same to VITEX, within ten (10) (whether by way days after service thereof upon the ANRC, VITEX shall undertake the defense of settlement or otherwise) any such litigation at its own cost and expense. Alternatively, at VITEX's option, VITEX may permit the ANRC to ["****" indicates material omitted and filed separately with the Securities and Exchange Commission Pursuant to a request for confidential treatment.] defend, and in such event, the ANRC shall be allocated first have the right to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated reimburse itself fully from up to the Parties in the following proportions: [*************************************************]. (d) * of each future payment to VITEX becoming due hereunder, following the filing of each such suit, for all its expenses arising out of, or in connection with, the defense of such suit. In either event, each Party shall cooperate with the other, including providing witnesses, documents or other evidence in its possession relating to the defense of such litigation. In the event CURAGEN elects that VITEX, having undertaken the defense of such suit, discovers that the claim against the ANRC is not tobased solely upon the ANRC's exercise of the rights granted herein, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as then to the status extent such claim is based on actions taken by the ANRC outside of any such infringement action TOPOTARGET institutes. CURAGEN the scope of the Distribution Rights hereunder, the ANRC shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The reimburse VITEX for VITEX's costs and expenses of bringing and maintaining to such extent, as well as any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled amounts paid in settlement or to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any satisfy judgments to such actionextent.

Patent Enforcement. (a) Each Party Section 8 of the Agreement is hereby amended to read in full as follows: 8.1 Either party shall notify inform the other promptly after such Party becomes party in writing within ten (10) business days of it becoming aware of any alleged infringement in of the Field Licensed Patents by a third party, along with any available evidence thereof. 8.2 During the term of any Patent licensed to either Party under this Agreement in any country. CURAGEN Agreement, UFRF shall have the first right, but shall not the dutybe obligated, to institute patent infringement actions against Third Parties with respect prosecute at its own expense using outside counsel reasonably acceptable to Licensee any such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within sixty (60) days following UFRF’s becoming aware of, or receiving notice of, the alleged infringement infringement. If UFRF does not exercise its option to enforce or defend any Licensed Patents, then Licensee shall have the right and option to pursue the alleged infringer using outside counsel reasonably acceptable to UFRF, at Licensee’s own expense. If either party prosecutes any such infringement, the other party agrees that it may be joined as a co-plaintiff in any such suit if so required by law, without expense to the Field and other party. The party prosecuting any such action shall indemnify the other party against any order for costs that may be made against such other party in such proceedings. 8.3 If within six (6) months after having notified Licensee that it shall prosecute or defend Licensed Patents UFRF shall have been unsuccessful in persuading the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect alleged infringer to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET desist and shall keep TOPOTARGET apprised as to the status of any such not have brought and shall not be diligently prosecuting an infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonableaction, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET then Licensee shall have the right, but shall not the dutybe obligated, to institute patent prosecute at its own expense any infringement actions against Third Parties of the Licensed Patents. No settlement, consent judgment or other voluntary final disposition of any infringement suit that is the subject of this Section 8 may be entered into without the consent of both parties, which consent shall not be unreasonably withheld 8.4 In the event that UFRF shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of UFRF relating to the suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if any, remaining shall be allocated so that UFRF receives 15% of such remainder and Licensee receives 85%; provided that in the event that deeming the amount of such balance as Net Sales [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and paying UFRF royalties on such balance at the rate of either seven percent (7%) (if the Licensed Products or Licensed Processes that are the subject of such enforcement action are comprised solely of software) or at the rate of one percent (1%)] (if the Licensed Products or Licensed Processes that are the subject of such enforcement action are not comprised solely of software) yields a greater recovery for UFRF then UFRF may elect to receive payment based upon such “Net Sales” calculation. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such alleged infringement. TOPOTARGET suit shall take all such actions under this Section 13.1(d) be applied first in satisfaction of any reasonable consultation with CURAGEN unreimbursed expenses and shall keep CURAGEN apprised as legal fees of Licensee relating to the status suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as recovery shall be appropriate divided so that Licensee receives an amount equal to allow TOPOTARGET its lost profits or a reasonable royalty on the sales of the infringer (whichever measure of damages shall have applied by the litigants or a court or arbitrator (if any)), and UFRF receives an amount equal to institute and prosecute infringement actions under this Section 13.1(dthe royalties due UFRF based on such sales (if the litigants or the court or arbitrator applies a sales of the infringer measure of damages) or a reasonable approximation of the royalties that Licensee would have owed to UFRF on sales of Licensed Products that Licensee lost to the infringer (if the litigants or court or arbitrator applies a lost profits measure of damages). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) balance, if any, remaining shall be borne allocated so that Licensee receives 85% of such remainder and UFRF receives 15% ; provided that in the event that deeming the amount of such balance as Net Sales and paying UFRF royalties on such balance at the rate of either seven percent (7%) (if the Licensed Products or Licensed Processes that are the subject of such enforcement action are comprised solely by TOPOTARGET, and TOPOTARGET shall be entitled of software) or at the rate of one percent (1%) (if the Licensed Products or Licensed Processes that are the subject of such enforcement action are not comprised solely of software) yields a greater recovery for UFRF then UFRF may elect to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any receive payment based upon such action“Net Sales” calculation.

Patent Enforcement. Each of Inpharma and Cytogen shall promptly inform the other in writing of any infringement of the Licensed Patents in the Territory by a third party of which it has knowledge and shall provide the other party with any readily available information relating to such infringement. (a) Each Party shall notify During the other promptly after such Party becomes aware term of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN Agreement, Cytogen shall have the first right, but shall not the dutybe obligated, to institute patent infringement actions against Third Parties with respect prosecute at its own expense all infringements in the Territory of the Licensed Patents and, in furtherance of such right and to the extent required, Inpharma hereby agrees that Cytogen may include Inpharma and/or the Licensors as party plaintiffs in any such alleged infringement in suit, without expense to Inpharma or the Field and in the TerritoryLicensors. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status The total cost of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as commenced or defended solely by Cytogen shall be appropriate to allow CURAGEN to institute borne by Cytogen and prosecute Cytogen shall keep any recovery or damages for past infringement actions under derived therefrom. Cytogen shall indemnify Inpharma and the Licensors against any Damages, including any order for costs, that may be made or awarded against Inpharma and/or the Licensors in such proceedings unless such costs or Damages are assessed based on acts, other than the act of entering into this Section 13.1(a)Agreement, of Inpharma or its agents. (b) The costs If within [**] after having been notified of any alleged infringement, Cytogen shall have been unsuccessful in persuading the alleged infringer to desist and expenses shall not have brought and shall not be diligently prosecuting an infringement action, or if Cytogen shall notify Inpharma at any time prior thereto of bringing its intention not to bring suit against any alleged infringer for the Territory, then, and maintaining in those events only, Inpharma shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents for the Territory, and Inpharma may, for such purposes, use the name of Cytogen as a party plaintiff in any such suit, without expense to Cytogen. The total cost of any such infringement action under Section 13.1(a) commenced or defended solely by Inpharma shall be borne solely by CURAGENInpharma, and Inpharma shall keep any recovery or damages for past infringement derived therefrom. Inpharma shall indemnify Cytogen against any Damages, including any order for costs, that may be made or awarded against Cytogen in such proceedings unless such costs are assessed based on acts, other than the act of entering into this Agreement, of Cytogen or its agents. (c) Any award In the event that a declaratory judgment action alleging invalidity or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result noninfringement of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) the Licensed Patents shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such actionbrought against Inpharma or Cytogen, each party shall inform the other. Any remaining award or compensation Cytogen, at its option, shall be allocated to have the Parties in the following proportions: right, [*************************************************]. (d) In ] after commencement of such action, to take over the event CURAGEN elects sole defense of the action at its own expense. If Cytogen shall not toexercise this right, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET Inpharma shall have the right, but not the dutyobligation, to institute patent infringement actions against Third Parties with respect take over the sole defense at Inpharma's sole expense. In the event that Cytogen elects to any defend such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to action, the status total cost of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) defense shall be borne solely by TOPOTARGETInpharma, and TOPOTARGET Inpharma shall keep any recovery or damages. Cytogen shall indemnify Inpharma and the Licensors against any Damages, including any order for costs, that may be entitled made or awarded against Inpharma and/or the Licensors in such proceedings unless such costs or Damages are assessed based on acts, other than the act of entering into this Agreement, of Inpharma or its agents. (d) In any infringement suit as either party may institute to retain any award enforce the Licensed Patents pursuant to this Agreement or compensation (including in the fair market value event of non-monetary compensation) paid defense by Third Parties as a result either party, the other party hereto shall, at the request and expense of any the party initiating or defending such actionsuit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.

Patent Enforcement. (a) Each Party shall notify 11.1 University and Licensee agree to inform the other Party promptly after such Party becomes aware in writing of anysuspected infringement of the Patent Rights by a third party. Licensee shall have, for a period of 120 days from the date of any alleged notice of infringement in of the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have Rights, the first right, but not the duty, right to institute patent infringement actions suit against Third Parties with respect to such third party and any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as recovery or settlement shall be appropriate applied first to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The defray the unreimbursed costs and expenses (including reasonable attorneys' fees through appeal) incurred by Licensee in the action, second to pay University an amount equal to the Sublicensing Royalty that University would otherwise be entitled to at that time pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of bringing costs and maintaining expenses was treated as sublicensing revenue, and third any remaining balance shall be paid to Licensee. 11.2 Thereafter, University and Licensee shall each have the right to institute an action for infringement action under Section 13.1(aof the Patent Rights against such third party in accordance with the following: a. If both University and Licensee agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne equally, and any recovery or settlement, after the reimbursement of costs and expenses (including reasonable attorneys' fees incurred in the action) shall be borne solely by CURAGENshared equally. (c) Any award or compensation (including b. Xxxxxxxxxx and Licensee shall agree to the fair market value manner in which they shall exercise control over such suit. Each Party, at its option, may be represented by separate counsel of non-monetary compensation) its own selection, the fees for which shall be paid by Third Parties University. c. Xx the absence of an agreement to institute a suit jointly, University may, but is not obligated to, institute suit, and at its option, join Licensee as a result plaintiff. If University decides to institute suit, it shall notify Licensee in writing. d. Licensee's failure to notify University in writing within thirty (30) days after the date of any infringement action brought by CURAGEN under University's notice pursuant to Section 13.1(a11.2(c) (whether by way of settlement or otherwise) above, that it will join in enforcing the Patent Rights pursuant to the terms hereof, shall be allocated first deemed conclusively to reimbursement be Licensee's assignment to University of CURAGEN for all expenses incurred by it in connection with such rights, causes of action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to and damages resulting from any such alleged infringement. TOPOTARGET University shall take all bear the entire cost of such actions under this Section 13.1(d) in reasonable consultation with CURAGEN litigation and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain the entire amount of any award recovery or compensation settlement. e. Xx the absence of an agreement to institute a suit jointly, and if University does not notify Licensee of its intent to pursue legal action within ninety (90) days, as provided in Subsections 11.1 — 11.2, Licensee may again have the right to institute suit. In such event, Licensee shall bear the entire cost of such litigation and any recovery or settlement shall be applied first to defray the unreimbursed costs and expenses (including reasonable attorneys' fees) incurred by Licensee in the fair market value action, second to pay University an amount equal to the Earned Royalty (as that term is defined in Exhibit C) that University would otherwise be entitled to pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of costs and expenses was treated as Sublicensing Royalties, as defined in Exhibit C herein, and third any remaining balance shall be paid to Licensee. f. If Licensee undertakes to defend the Patent Rights by litigation, Licensee may deduct from its royalty payments to University with respect to the Patent Rights subject to suit an amount not exceeding fifty (50%) of Licensee's expenses and reasonable costs of such action, including reasonable attorney's fees, provided however, that such reduction shall not exceed fifty percent (50%) of the total royalty due to University in any single calendar year. 11.3 In the event that a declaratory judgment action alleging invalidity or non-monetary compensation) paid by Third Parties as a result infringement of any of the Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under this Section, pursuant to this Agreement and the provisions of Title 35 U.S.C. § 29 or other statutes, Licensee may: a. defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Patent Rights; b. xx any such action.suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement consistent with this Section; and

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party If a party becomes aware of any alleged infringement in Third Party’s manufacture, use, sale, offer for sale or import of a product that is competitive with a Celladon Product and such party believes or suspects that such Third Party’s activities infringe, or may infringe, any AmpliPhi Retained Patent or AmpliPhi Licensed Patent, including the Field filing by any Third Party of any certification filed under the United States Drug Price Competition and Patent licensed Term Restoration Act of 1984, such party shall promptly notify the other party in writing thereof, including the identity of such Third Party, which notice shall set forth in reasonable detail the facts and circumstances of such activities that are known to either Party under this Agreement in any countrysuch party. CURAGEN To the maximum extent permitted by the UPenn Agreement, Celladon, at its sole expense, shall have the first right, but not right to determine the dutyappropriate course of action to enforce AmpliPhi Licensed Patents or otherwise xxxxx the infringement thereof, to institute patent infringement actions against Third Parties take (or refrain from taking) appropriate action to enforce AmpliPhi Licensed Patents, to defend any declaratory judgments seeking to invalidate or hold the AmpliPhi Licensed Patents unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to AmpliPhi Licensed Patents, in each case in Celladon’s own name and, if necessary for standing purposes, in the name of AmpliPhi and shall consider, in good faith, the interests of AmpliPhi in so doing. If Celladon does not, within one hundred twenty (120) days of receipt of notice from AmpliPhi, xxxxx the infringement or file suit to enforce the AmpliPhi Licensed Patents, AmpliPhi shall have the right to take whatever action it deems appropriate to enforce the AmpliPhi Licensed Patents. The party controlling any such alleged infringement enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the Field and in rights or interests of the Territorynon-controlling party without the prior written consent of the other party. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in All monies recovered upon the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status final judgment or settlement of any such infringement action CURAGEN institutes. TOPOTARGET suit to enforce the AmpliPhi Licensed Patents shall execute all reasonablefirst be applied to reimburse each party, necessary and proper documents and take such actionsand, at CURAGENif applicable, UPenn, for their respective litigation expenditures, with remaining recoveries being subject to Celladon’s request and expensepayment obligations under Section 3.1 to the extent required by the UPenn Agreement, as after which any remaining recovery shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely shared by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it parties in connection with such action. Any remaining award or compensation shall be allocated relation to the Parties in the following proportions: [*************************************************]damages suffered by each party. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action.

Patent Enforcement. (a) Each Party DEKALB and MONSANTO shall notify each give prompt notice to the other promptly after such Party becomes aware of any alleged infringement in of the Licensed MONSANTO Patent Rights or of the Licensed DEKALB Patent Rights within the Licensed Field of any Patent licensed which may come to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a)its attention. (b) The MONSANTO shall have the exclusive right (but not the obligation) to institute and conduct legal action against third-party infringers of the Licensed MONSANTO Patent Rights, and to enter into settlement agreements as a way of responding to any infringements as may be deemed appropriate by MONSANTO. MONSANTO shall receive the full benefits of any action it takes pursuant to this Subsection 6.02; provided however, that once any attorney's fees and other reasonable costs and expenses incurred in conducting such legal action have been deducted from any recovery obtained from enforcement of bringing and maintaining any infringement action under Section 13.1(a) Licensed MONSANTO Patent Rights which arise, MONSANTO shall be borne solely by CURAGENpay to DEKALB its pro rata portion of such recovery, calculated in accordance with the terms of this Agreement as they apply to amounts received pursuant to the applicable Licensed MONSANTO Patent Rights. (c) Any award If the activities of the third party infringing the Licensed MONSANTO Patent Rights result in a material adverse effect on the business of DEKALB or compensation any of its Affiliates or International Associates or sublicensees and at the end of One Hundred and Eighty (including 180) days from the fair market value receipt of nonnotice from DEKALB of such infringement, the third party is both unlicensed under the Licensed MONSANTO Patent Rights and is engaging in activities which are an infringement of the Licensed MONSANTO Patent Rights, and MONSANTO has not brought a suit, action or other proceeding for infringement against such third party, then DEKALB and all of its Affiliates and International Associates and sublicensees shall be excused from making the payments otherwise due hereunder with respect to revenues derived from sales of Licensed DEKALB Corn Products or Licensed MONSANTO Corn Products in a country in which the competitive infringing activity occurs. Such excuse from payment shall arise only as to sales by DEKALB and its Affiliates, International Associates and sub-monetary compensation) paid licensees of the affected Licensed DEKALB Corn Products or Licensed MONSANTO Corn Products in the country in which the infringing products are sold and shall continue only for so long as the infringing products continue to be infringing and to so compete with such Licensed DEKALB Corn Products or Licensed MONSANTO Corn Products unchallenged by Third Parties as a result of any an infringement suit, action or other proceeding brought by CURAGEN MONSANTO. If the infringing activities of more than one third party result in such a material adverse effect, then MONSANTO will fulfill its obligation under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection this Subsection through litigation with only one such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]third party at a time. (d) In DEKALB shall have the event CURAGEN elects exclusive right (but not tothe obligation) to institute and conduct legal action against third-party infringers of the Licensed DEKALB Patent Rights, and to enter into settlement agreements as a way of responding to any infringements as may be deemed appropriate by DEKALB. DEKALB shall receive the full benefits of any action it takes pursuant to this Subsection 6.02; provided however, that once any attorney's fees and other reasonable costs incurred in conducting such legal action have been deducted from any recovery obtained from enforcement of Licensed DEKALB Patent Rights which arise, DEKALB shall pay (e) If the activities of the third party infringing the Licensed DEKALB Patent Rights result in a material adverse effect on the business of MONSANTO's sublicensees and at the end of One Hundred and Eighty (180) days from the receipt of notice from MONSANTO of such infringement, the third party is both unlicensed under the Licensed DEKALB Patent Rights and is engaging in activities which are an infringement of the Licensed DEKALB Patent Rights, and DEKALB has not brought a suit, action or fails toother proceeding for infringement against such third party, exercise then MONSANTO and all of its rights under Section 13.1(a) sublicensees shall be excused from making the payments otherwise due hereunder with respect to revenues derived from sublicenses of Licensed MONSANTO Corn Products or Licensed DEKALB Corn Products in the country in which the competitive infringing activity occurs. Such excuse from payment shall arise only as to sales by MONSANTO's Affiliates, International Associates and sublicensees of the affected Licensed MONSANTO Corn Products or Licensed DEKALB Corn Products in the country in which the infringing products are sold and shall continue only for so long as the infringing products continue to be infringing and to so compete with such Licensed MONSANTO Corn Products or Licensed DEKALB Corn Products unchallenged by an infringement suit, action or other proceeding brought by DEKALB. If the infringing activities of more than one third party result in such a material adverse effect, then DEKALB will fulfill its obligation under this Subsection through litigation with only one such third party at a time. (f) DEKALB shall not have the right (by operation of law or otherwise) to enforce any Licensed MONSANTO Patent Right licensed hereunder against any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET infringer. MONSANTO shall not have the right, but not the duty, right (by operation of law or otherwise) to institute patent infringement actions enforce any Licensed DEKALB Patent Right licensed hereunder against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actioninfringer.

Patent Enforcement. (a) Each Party shall notify 11.1 University and Licensee agree to inform the other Party promptly after such Party becomes aware in writing of anysuspected infringement of the Patent Rights by a third party. Licensee shall have, for a period of 120 days from the date of any alleged notice of infringement in of the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have Rights, the first right, but not the duty, right to institute patent infringement actions suit against Third Parties with respect to such third party and any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as recovery or settlement shall be appropriate applied first to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The defray the unreimbursed costs and expenses (including reasonable attorneys' fees) incurred by Licensee in the action, second to pay University an amount equal to the Sublicensing Royalty that University would otherwise be entitled to at that time pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of bringing costs and maintaining expenses was treated as Sublicensing revenue, and third any infringement remaining balance shall be paid to Licensee. 11.2 Thereafter, University and Licensee shall each have the right to institute an action under Section 13.1(a) forinfringement of the Patent Rights against such third party in accordance with the following: a. If both University and Licensee agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne solely by CURAGENequally, and any recovery or settlement, after the reimbursement of costs and expenses (including reasonable attorneys' fees incurred in the action, shall be shared equally. (c) Any award or compensation (including b. University and Licensee shall agree to the fair market value manner in which they shall exercise control over such suit. Each Party, at its option, may be represented by separate counsel of non-monetary compensation) its own selection, the fees for which shall be paid by Third Parties University. c. In the absence of an agreement to institute a suit jointly, University may, but is not obligated to, institute suit, and at its option, join Licensee as a result plaintiff. If University decides to institute suit, it shall notify Licensee in writing. d. Licensee's failure to notify University in writing within thirty (30) days after the date of any infringement action brought by CURAGEN under Section 13.1(aUniversity's notice pursuant to 11.2(c) (whether by way of settlement or otherwise) above, that it will join in enforcing the Patent Rights pursuant to the terms hereof, shall be allocated first deemed conclusively to reimbursement be Licensee's assignment to University of CURAGEN for all expenses incurred by it in connection with such rights, causes of action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to and damages resulting from any such alleged infringement. TOPOTARGET University shall take all bear the entire cost of such actions under this Section 13.1(d) in reasonable consultation with CURAGEN litigation and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain the entire amount of any award recovery or compensation settlement. e. In the absence of an agreement to institute a suit jointly, and if University does not notify Licensee of its intent to pursue legal action within ninety (90) days, as provided in Subsections 11.1 — 11.2, Licensee may again have the right to institute suit. In such event, Licensee shall bear the entire cost of such litigation and any recovery or settlement shall be applied first to defray the unreimbursed costs and expenses (including reasonable attorneys' fees) incurred by Licensee in the fair market value action, second to pay University an amount equal to the Earned Royalty that University would otherwise be entitled to pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of costs and expenses was treated as Net Sales, and third any remaining balance shall be paid to Licensee. f. If Licensee undertakes to defend the Patent Rights by litigation, Licensee may deduct from its royalty payments to University with respect to the Patent Rights subject to suit an amount not exceeding fifty (50%) of Licensee's expenses and costs of such action, including reasonable attorney's fees, provided however, that such reduction shall not exceed fifty percent (50%) of the total royalty due to University for each calendar year. 11.3 In the event that a declaratory judgment action alleging invalidity or non-monetary compensation) paid by Third Parties as a result infringement of any of the Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under this Section, pursuant to this Agreement and the provisions of Title 35 U.S.C. § 29 or other statutes, Licensee may: a. defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Patent Rights; Exclusive License Apro Biopharmaceutical, Inc. Final April 19, 2006 b. in any such suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement consistent with this Section; and c settle any claim. or suit for declaratory judgment involving the Patent Rights, except that Licensee shall have no right to deny the validity of any patent, patent claim, or patent application included in the Patent Rights in any compromise or settlement of any claim or suit for declaratory judgment without the express prior written consent of University; provided however, that University shall have the first right to take such actions described in this Subsection and shall have a continuing right to intervene in such suit. Licensee shall take no action to compel University either to initiate or to join in any such declaratory judgment action.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes within [*] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Collaboration Product, including any “patent certification” filed in the Field United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have declaratory judgment, opposition, or similar action alleging the first rightinvalidity, but not the duty, to institute patent unenforceability or non-infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonableof the Cytokinetics Patents, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(aAstellas Patents or Collaboration Patents (collectively “Product Infringement”). (b) The costs Astellas shall have the first right to bring and expenses control any legal action in connection with any Product Infringement at its own expense as it reasonably determines appropriate, and Cytokinetics shall have the right to be represented in any such action by counsel of bringing its choice. Astellas shall provide Cytokinetics and maintaining its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such action, any infringement counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If Astellas decides not to bring such legal action, it shall so notify Cytokinetics promptly in writing and Cytokinetics shall have the right to bring and control any legal action under Section 13.1(a) shall be borne solely by CURAGENin connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) Any award or compensation (including Cytokinetics shall have the fair market value of non-monetary compensation) paid by Third Parties as a result of exclusive right to enforce the Cytokinetics Patents for any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall be allocated first have the exclusive right to reimbursement of CURAGEN enforce the Astellas Patents for all expenses incurred by any infringement that is not a Product Infringement at its own expense as it in connection with such actionreasonably determines appropriate. Any remaining award or compensation Each Party shall be allocated have the right to enforce the Parties in the following proportions: [*************************************************]Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (e) In connection with any such proceeding, the event CURAGEN elects Party bringing the action shall not toenter into any settlement admitting the invalidity of, or fails tootherwise impairing the other Party’s rights in, exercise its rights under Section 13.1(athe Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. (f) with respect Any recoveries resulting from enforcement action relating to any alleged infringement a claim of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as Product Infringement shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of bringing such costs and maintaining any infringement action under this Section 13.1(dexpenses (the “Remainder”) shall be borne solely by TOPOTARGET[*] provided that if the Product Infringement involves a Collaboration Product in [*] Indication [*] in the Shared Territory, and TOPOTARGET [*] for such Indication, the Remainder shall be entitled paid to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action[*]. Any Remainder [*] in accordance with Section [*].

Patent Enforcement. (a) Each Party 8.1 LICENSOR and LICENSEE shall notify the each other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result writing of any infringement of the LICENSED PATENT APPLICATION which becomes known to either of them. LICENSEE shall notify LICENSOR promptly of any action brought taken in accordance with this Article VIII to eliminate such infringement. 8.2 LICENSEE is authorized pursuant to the provisions of Chapter 29, Title 35, U.S. Code, or other statutes: (A) To bring suit in its own name, or if required by CURAGEN under Section 13.1(alaw, jointly with LICENSOR, at its own expense and on its own behalf, for infringement of the LICENSED PATENT APPLICATION; (B) In any such suit, to enjoin infringement; and (whether by way C) To collect for its use damages, profits and awards of settlement or otherwise) whatever nature recoverable for such infringement; provided that LICENSEE shall be allocated first obligated to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated pay to LICENSOR an amount equal to the Parties in royalties and other amounts that LICENSEE would have paid to LICENSOR if LICENSEE had sold the following proportions: [*************************************************]ROYALTY-BASED PRODUCTS rather than the infringer. Notwithstanding the foregoing, LICENSEE must notify the Chief, Regulatory Law and Intellectual Property Division of the U.S. Army Legal Services Agency (703-693-1100) at least thirty (30) days prior to either filing an enforcement lawsuit against an alleged infringer or sending a cease and desist letter to an alleged infringer. (d) 8.3 In the event CURAGEN elects not toLICENSOR shall bring to the attention of LICENSEE any unlicensed infringement of the LICENSED PATENT APPLICATION and LICENSEE shall not, within six (6) months, (A) Secure cessation of the infringement, or (B) Enter suit against the infringer, LICENSOR shall thereafter have the right to sue for the infringement at LICENSOR’s own expense, and to collect for its own use all damages, profits and awards of whatever nature recoverable for such infringement. 8.4 LICENSOR and LICENSEE mutually agree to use reasonable efforts to furnish technical and other necessary assistance to each other in conducting any litigation necessary to enforce the LICENSED PATENT APPLICATION against others. 8.5 LICENSEE shall defend at its own cost and expense any action, suit, claim or proceeding for infringement by LICENSEE of any third party’s patents based upon LICENSEE’s manufacture, use, sale, or fails tolease of products, exercise its rights under Section 13.1(a) processes or services based upon, utilizing, or incorporating the LICENSED PATENT APPLICATION. LICENSOR shall cooperate with respect LICENSEE in any way reasonably necessary, but without expense to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely LICENSOR in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result defense of any such action, suit, claim or proceeding.

Patent Enforcement. (a) Each Party shall notify the other promptly after such If either Party becomes aware of any alleged existing or threatened infringement of any of the Licensor Patents in the Field anywhere in the Territory by a Third Party, including any declaratory judgment, attempt at injunctive or other equitable relief, and opposition, post-grant administrative proceedings, or similar action from a Third Party alleging the invalidity, unenforceability, or non-infringement of any Patent licensed of the Licensor Patents (“Territory Infringement”), such Party will promptly notify the other Party in writing to either Party under this Agreement in that effect and the Parties will consult and cooperate with each other regarding any country. CURAGEN shall have the first right, but not the duty, actions to institute patent infringement actions against Third Parties be taken with respect to such Territory Infringement. For any Territory Infringement, each Party will share with the other Party all Information available to it regarding such actual or alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this infringement. (b) Subject to Section 13.1(a9.3(c) (other than with respect to a Licensor Patent, as between the Parties, Licensee shall have the exclusive right to bring an appropriate suit or other action against any person or entity engaged in or threatening any such Territory Infringement which infringes (or would infringe) any Licensor Patent included solely that includes claims directed to any Product, at Licensee’s cost and expense. Licensor will take appropriate and timely action to enable Licensee to commence a suit or petition for equitable relief or take the actions set forth in the CURAGEN Collaboration Technologypreceding sentence. (c) If Licensee fails to commence a suit or initiate equitable relief to enforce against such Territory Infringement or to settle or otherwise secure the abatement of such Territory Infringement, in each case, with respect to an applicable Licensor Patent within [***] days after becoming aware of such Territory Infringement, then Licensor may commence a suit or take other action to enforce such Licensor Patent against such Territory Infringement at its own cost and expense. In this case, Licensee will take appropriate reasonable consultation with TOPOTARGET and timely actions to enable Licensor to commence a suit or take the other actions set forth in the preceding sentence. (d) As between the Parties, Licensee shall keep TOPOTARGET apprised as have the sole right, at [***], to enforce against any infringement of a Licensee Patent, including any declaratory judgment, attempt at injunctive or other equitable relief, and opposition, post-grant administrative proceedings, or similar action from a Third Party alleging the invalidity, unenforceability, or non-infringement of any of the Licensee Patent. (e) Each Party will provide to the status of any enforcing Party reasonable and timely assistance in such infringement action CURAGEN institutes. TOPOTARGET shall execute enforcement, at such enforcing Party’s request and expense, including executing all reasonable, necessary and proper documents and take if required to establish and maintain standing to join such actionsaction as a party plaintiff if required by Law to pursue such action, at CURAGEN’s request and expense, provided that the Party so joined as a party plaintiff shall be appropriate under no obligation to allow CURAGEN participate except to institute the extent that such participation is required as the result of its being a named party to such action or by applicable Laws, and prosecute infringement actions under this Section 13.1(a). (b) The costs the enforcing Party agrees to fully indemnify, defend and expenses of bringing hold harmless the other Party from and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation against all Claims (including reasonable legal fees and expenses) incurred by the fair market value of non-monetary compensation) paid by Third Parties other Party relating thereto. Each Party will additionally use Commercially Reasonable Efforts to have joined to such action as a result of party plaintiff any infringement action brought Third Party whose joinder is required by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first applicable Law to reimbursement of CURAGEN for all expenses incurred by it in connection with establish and maintain standing to pursue such action. Any remaining award or compensation shall be allocated The enforcing Party will keep the other Party regularly informed of the status and progress of such enforcement efforts, will reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party may obtain separate legal representation in such matter by counsel of its own choice and at its own expense, but such Party will at all times cooperate fully with the enforcing Party, subject to the Parties in the following proportions: [*************************************************]provisions of Section 9.3(f). (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such action.

Patent Enforcement. (a) Each Party 6.2.1 If SKINMEDICA learns of the substantial infringement of any patent licensed under this Agreement, then SKINMEDICA shall call to OSMOTICS’ attention thereto in writing and provide OSMOTICS with reasonable evidence of infringement. Neither party will notify a third party of the infringement of any of the patents without first obtaining consent of the other promptly after such Party becomes aware party, which consent will not be unreasonably denied. Both parties shall use their best efforts in cooperation with each other to terminate infringement without litigation. 6.2.2 SKINMEDICA may request that OSMOTICS take legal action against the infringement of any alleged the Licensed Patent. Such request must be in writing and must include reasonable evidence of infringement and damages to SKINMEDICA. If the infringing activity has not abated within ninety (90) days following the effective date of the request, then OSMOTICS has the right to commence suit on its own account or to refuse to participate in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a)suit. (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) 6.2.3 In the event CURAGEN elects event, that The Regents of the University of California (“The Regents”) and/or OSMOTICS elect not to, or fails to, exercise to commence suit on its rights under Section 13.1(a) with respect to any alleged infringement own account and provides notice of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) its election within 120 100 days after receiving notice thereofnotice, TOPOTARGET shall have SKINMEDICA may thereafter bring suit for patent infringement, at its own expense, if and only if The Regents and OSMOTICS elect not to commence suit and if the rightinfringement occurred during the period and in a jurisdiction where SKINMEDICA had exclusive rights under this Agreement. 6.2.4 If, however, SKINMEDICA elects to bring suit, then The Regents and OSMOTICS may thereafter join that suit at their own expense. 6.2.5 Legal action, as is decided on, will be at the expense of the party bringing suit and all damages recovered thereby will belong to the party bringing suit, but not legal action in which either OSMOTICS or The Regents, or both, join and fully participate will be at the duty, to institute patent infringement actions against Third Parties with respect to any expense of such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN parties and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET they shall be entitled to retain recover any award or compensation (including damages in proportion to the fair market value share of non-monetary compensation) expenses paid by Third Parties as a result each party. 6.2.6 Each party shall cooperate with the other in litigation proceedings instituted hereunder, but at the expense of any such actionthe party bringing suit. Litigation will be controlled by the party bringing suit.

Patent Enforcement. (a) Each Party 11.1. If at any time during the TERM of this Agreement either party shall notify the other promptly after such Party becomes become aware of any alleged infringement in the Field or threatened infringement of any Patent licensed of ASU’s PATENT RIGHTS, such party shall give immediate notice of it to either Party under this Agreement in any countrythe other party. CURAGEN If the infringement relates to the TECHNOLOGY, then LICENSEE shall have the first right, but not the duty, right to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to settle any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET ASU’s PATENT RIGHTS. ASU shall have the rightfirst right to settle any alleged infringement of ASU’s PATENT RIGHTS that does not relate to the TECHNOLOGY. Each party shall give reasonable assistance to the other party in connection with settling any alleged infringement and shall have the right to join in any infringement or enforcement action at its own expense. 11.2. If the party having the first right to take action under Section 11.1 is not able or willing to take action against an infringer as set forth above, but not the dutyother party shall have the right at any time following one hundred twenty (120) days of receipt of notice of the alleged infringement, to institute patent infringement actions at its or their own expense take action against Third Parties with respect to any such alleged infringementthe infringer. TOPOTARGET ASU shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN permit, if legally necessary, the use of its name and shall keep CURAGEN apprised execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking such action, royalties specified in Article 5 shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE’S expenses hereunder and in the case of ASU taking such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringement. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU’s PATENT RIGHTS, those payments shall be credited against LICENSEE’s royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the status extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU’s PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such infringement action TOPOTARGET institutesASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. CURAGEN If the court of last resort reverses the initial determination, LICENSEE shall execute cause to be paid to ASU all reasonableamounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, necessary and proper documents and take such actionsLICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at TOPOTARGET’s request and expense, as shall be appropriate least one counsel from each party access to allow TOPOTARGET to institute and prosecute infringement actions information provided under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionprotective order without restriction.

Patent Enforcement. In the event that PLASMATECH or ACCESS becomes aware of a suspected infringement in the Territory of any PLASMATECH Patent Right exclusively licensed to ACCESS under this Agreement, or any such PLASMATECH Patent Right is Challenged in any action or proceeding (a) Each including any interferences, reissue proceedings or reexaminations), such Party shall notify the other promptly after Party promptly, and following such Party becomes aware of any alleged infringement in notification, the Field of any Patent licensed to either Party under this Agreement in any countryParties shall confer. CURAGEN ACCESS shall have the first right, but shall not the dutybe obligated, to institute patent bring an infringement actions against Third Parties action with respect to such infringement at its own expense, in its own name, provided, that ACCESS keeps PLASMATECH reasonably informed of its progress and provides PLASMATECH with copies of any substantive documents related to such alleged infringement in the Field proceedings and in the Territory. CURAGEN shall take reasonable notice of all such actions under this Section 13.1(a) (other than with respect proceedings. PLASMATECH shall make reasonable efforts to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actionsassist ACCESS, at CURAGEN’s ACCESS’ request and expense, as in any action or proceeding being prosecuted if so requested, and shall lend its name to such actions or proceedings if reasonably requested by ACCESS or required by Applicable Law. If ACCESS recovers any damages or other sums in any such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall first be appropriate applied to allow CURAGEN reimburse the Parties for all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including, without limitation, attorney’s fees. If such recovery is insufficient to institute and prosecute infringement actions under this Section 13.1(a). (b) The cover all such costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) both Parties, it shall be borne solely by CURAGEN. (c) Any award or compensation (including shared to reimburse each Party in equal proportion to the fair market value total of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all such costs and expenses incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be retained by ACCESS, provided that ACCESS shall pay PLASMATECH [***] of any such remaining recovery received by ACCESS and ACCESS may retain [***] of any such remaining recovery. ACCESS shall notify PLASMATECH of its decision to exercise its right to enforce or defend the PLASMATECH Patent Rights as soon as possible, but not later than ninety (90) days following its discovery or receipt of notice of the alleged infringement. If (i) ACCESS notifies PLASMATECH that it will not enforce any PLASMATECH Patent Rights in accordance with this Section 4.2(b); (ii) ACCESS has exhausted all legal appeals with respect to causing the alleged infringement to cease or causing the Person alleging the infringement to forebear or (iii) [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ACCESS fails to bring an infringement action within one hundred twenty (120) days following its discovery or receipt of notice of the alleged infringement; or (iv) ACCESS is not reasonably diligent in pursuing an infringement action or diligently defending the validity or enforceability of PLASMATECH Patent Rights at issue and, after notice from PLASMATECH, fails to exercise reasonable diligence in connection with such activities, then PLASMATECH shall have the right (but not the obligation) to pursue the alleged infringer or take control of any action initiated by, or being defended by, ACCESS at PLASMATECH’s own expense. In such event, upon PLASMATECH’s request, ACCESS will, wherever possible under Applicable Law, substitute PLASMATECH as party plaintiff for purposes of pursuing any alleged infringer, or as defendant for defending any PLASMATECH Patent Rights. If PLASMATECH recovers any damages or other sums in any such action. Any remaining award , suit or compensation proceeding or in settlement thereof, such damages or other sums recovered shall first be allocated applied to all out-of-pocket costs and expenses incurred by the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not toconnection therewith, or fails toincluding, exercise its rights under Section 13.1(a) with respect without limitation, attorney’s fees. If such recovery is insufficient to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take cover all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) both Parties, it shall be borne solely shared to reimburse each Party in equal proportion to the total of such costs and expenses incurred by TOPOTARGETeach Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, and TOPOTARGET such funds shall be entitled to retain any award retained by PLASMATECH. Except upon the occurrence of the events described in subsections (i)-(iv) above, no settlement, consent judgment or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result other voluntary final disposition of any such actionsuit regarding PLASMATECH Patent Rights in the Territory may be entered into by ACCESS or PLASMATECH without the consent of the other Party, which consent shall not be unreasonably withheld or delayed.

Patent Enforcement. (a) Each Party Corgentech may, but shall not be obliged to, at its own cost and expense, enforce the Cyclacel IP, [ * ]against infringers only where the infringer is using the same in conjunction with Transcription Factor Decoys in accordance with the following: 8.5.1 Prior to the commencement of proceedings Corgentech shall notify Cyclacel of the other promptly after such Party becomes aware of any alleged infringement in infringer’s activities and shall consult with Cyclacel concerning the Field of any Patent licensed to either Party under this Agreement in any countrysame. CURAGEN Thereafter Corgentech shall have the first right, but not right to conduct the duty, prosecution of such alleged infringer including the right to institute patent infringement actions against Third Parties with respect settle them provided always that Cyclacel shall be entitled to be joined in any such alleged infringement proceedings and to be separately represented in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as relation to the status of same at its own cost and expense. Where it is necessary for Corgentech to commence proceedings as plaintiff it shall be entitled to require Cyclacel to join Corgentech as co-plaintiff and Cyclacel shall provide reasonable assistance in any such proceeding. Corgentech shall [ * ]by Cyclacel [ * ]providing such assistance, unless Cyclacel [ * ]in such proceeding as aforesaid. Cyclacel shall use its best endeavours to ensure that [ * ]under the [ * ], and if [ * ]fails to take such action, Cyclacel shall [ * ]to the extent Corgentech so requests and as permitted therein. 8.5.2 If Corgentech succeeds in any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonableproceedings, necessary and proper documents and take such actions, whether at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award trial or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not tosettlement, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET Corgentech shall be entitled to retain such part of any award of costs and damages made in such proceedings or compensation settlement sum as is equal to Corgentech’s costs of conducting the proceedings and any amounts Corgentech pays for [ * ]in such proceeding under Clause 8.5.1, and shall be entitled to retain the balance received by Corgentech less an amount equivalent to [ * ], which amount shall be paid to Cyclacel. 8.5.3 If Corgentech fails to take any such proceedings Cyclacel may give Corgentech notice that Cyclacel desires to conduct itself such proceedings. If Corgentech does not notify Cyclacel that Corgentech will conduct such proceeding under Clauses 8.5.1 and 8.5.2 within [ * ]of the date of such notice, Cyclacel shall be entitled to do so [ * ]. Cyclacel shall be entitled to require Corgentech to join Cyclacel as co-plaintiff. Corgentech shall provide all necessary assistance to Cyclacel in relation to such proceedings and Cyclacel shall [ * ]by Corgentech [ * ]providing such assistance, unless Corgentech [ * ]in such proceeding (which Corgentech may elect in its discretion), in which case such separate representation shall be [ * ]. Cyclacel shall have the sole right to conduct such proceedings, including the fair market value of non-monetary compensation) paid by Third Parties as a result right to settle them. If Cyclacel succeeds in any such proceedings it shall be entitled to retain such part of any award of costs and damages made in such actionproceedings or settlement sum as is equal to Corgentech’s costs of conducting the proceedings and any amounts Cyclacel pays for [ * ]in such proceeding under this Clause 8.5.3, and shall be entitled to retain [ * ]of the balance remaining, with the remaining [ * ]of such balance paid to Corgentech. Neither Party may settle any proceeding hereunder in any manner that adversely affects the other Party without such other Party’s prior written consent.

Patent Enforcement. (a) Each In the event that IDEC or SCHERING becomes aware of actual or threatened infringement of a Patent related to the Licensed Product, anywhere in the world, that Party shall promptly notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any countrywriting. CURAGEN IDEC shall have the first right, right but not the dutyobligation to bring an infringement action or file any other appropriate action or claim directly related to infringement of an IDEC Patent or Joint Patent, wherein such infringement relates to institute patent infringement actions the Licensed Product, against any Third Parties Party and to use SCHERING's name in connection therewith. The costs of Patent enforcement and related recoveries associated with respect to any such alleged infringement the United States incurred by IDEC shall be borne by IDEC. Such Patent enforcement costs in the Field and Licensed Territory shall be borne by IDEC. If IDEC does not commence a particular infringement action in a country within the Territory. CURAGEN Licensed Territory within ninety (90) days after it received such written notice, SCHERING, after notifying IDEC in writing, shall take all such actions under this Section 13.1(a) (other than with respect be entitled to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any bring such infringement action CURAGEN institutesor any other appropriate action or claim at its own expense. TOPOTARGET The Party conducting such action shall execute all reasonable, necessary consider in good faith the other Party's comments on the conduct of such action. Recovery from any settlement or judgment from such action in the Licensed Territory shall go first to reimburse the expenses of the Parties and proper documents and take such actions, at CURAGEN’s request and expense, as the remainder shall be appropriate shared by the Parties in proportion to allow CURAGEN their respective economic interests. In any event, IDEC and SCHERING shall assist one another and reasonably cooperate in any such litigation at the other's request without expense to institute and prosecute infringement actions under this Section 13.1(a)the requesting Party. (b) SCHERING shall have the first right but not the obligation to bring an infringement action or file any other appropriate action or claim directly related to infringement of a SCHERING Patent, wherein such infringement relates to the Licensed Product, against any Third Party and to use IDEC's name in connection therewith. The costs of Patent enforcement and expenses of bringing and maintaining any infringement action under Section 13.1(a) related recoveries associated with the United States incurred by SCHERING shall be borne solely by CURAGEN. (c) Any award or compensation (including SCHERING. Such Patent enforcement costs in the fair market value of non-monetary compensation) paid Licensed Territory shall be borne by Third Parties as a result of SCHERING. Recovery from any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) judgment from such action in the Licensed Territory shall go first to reimburse the expenses of the Parties and the remainder shall be allocated first to reimbursement of CURAGEN for all expenses incurred shared by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) proportion to their respective economic interests. In the event CURAGEN elects not toany event, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely IDEC and SCHERING shall assist one another and reasonably cooperate in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as litigation at the other's request without expense to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionrequesting Party.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes within [ * ] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Collaboration Product, including any “patent certification” filed in the Field United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have declaratory judgment, opposition, or similar action alleging the first rightinvalidity, but not the duty, to institute patent unenforceability or non-infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonableof the Cytokinetics Patents, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(aAstellas Patents or Collaboration Patents (collectively “Product Infringement”). (b) The costs Astellas shall have the first right to bring and expenses control any legal action in connection with any Product Infringement at its own expense as it reasonably determines appropriate, and Cytokinetics shall have the right to be represented in any such action by counsel of bringing its choice. Astellas shall provide Cytokinetics and maintaining its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such action, any infringement counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If Astellas decides not to bring such legal action, it shall so notify Cytokinetics promptly in writing and Cytokinetics shall have the right to bring and control any legal action under Section 13.1(a) shall be borne solely by CURAGENin connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) Any award or compensation (including Cytokinetics shall have the fair market value of non-monetary compensation) paid by Third Parties as a result of exclusive right to enforce the Cytokinetics Patents for any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall be allocated first have the exclusive right to reimbursement of CURAGEN enforce the Astellas Patents for all expenses incurred by any infringement that is not a Product Infringement at its own expense as it in connection with such actionreasonably determines appropriate. Any remaining award or compensation Each Party shall be allocated have the right to enforce the Parties in the following proportions: [*************************************************]Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (e) In connection with any such proceeding, the event CURAGEN elects Party bringing the action shall not toenter into any settlement admitting the invalidity of, or fails tootherwise impairing the other Party’s rights in, exercise its rights under Section 13.1(athe Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) with respect not material and (ii) would likely cause competitive harm if publicly disclosed. (f) Any recoveries resulting from enforcement action relating to any alleged infringement a claim of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as Product Infringement shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of bringing such costs and maintaining any infringement action under this Section 13.1(dexpenses (the “Remainder”) shall be borne solely by TOPOTARGET[ * ], provided that if the Product Infringement involves a Collaboration Product in [ * ] Indication [ * ] in the Shared Territory, and TOPOTARGET [ * ] for such Indication, the Remainder shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionto[ * ]. Any Remainder [ * ] in accordance with Section [ * ].

Patent Enforcement. 9.4.1 If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (aan "Infringement") Each by a Third Party by reason of the use or sale of a product or compound (including a Generic Product) in any country in the Territory that is or reasonably could be directly substitutable with the Product being marketed and sold in such country in the Territory, such Party shall within five (5) business days notify the other Party in writing and shall promptly after provide such other Party becomes aware with available evidence of such Infringement. 9.4.2 If any alleged such Infringement relates to the use of the Tris Technology to infringement by Third Party(ies) of Tris Patent Rights or any Tris Mxxx in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN Territory, Tris shall have the first right, but not the duty, to institute patent infringement actions against Third Parties Parties. If Tris (or its designee) does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within sixty (60) days of learning of such Infringement, and Alpharma reasonably believes that such Infringement adversely impacts its sales of the affected Product, Alpharma will so notify Tris, in writing, and Alpharma shall at its option and cost institute infringement proceedings. Tris agrees to cooperate with respect Alpharma, at the cost of Alpharma, to any such alleged infringement execute all lawful papers and instruments, to make all rightful oaths and declarations, and to provide consultation and assistance as may be necessary in the Field infringement litigation. 9.4.3 For all other Infringement claims relating to the Product, including Infringements relating to the Trademarks, Alpharma shall have the first right, but not the duty, to institute infringement actions against such Third Party. If Alpharma does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within sixty (60) days of learning of such Infringement, and Tris reasonably believes that such Infringement adversely impacts its sales of the affected Product, Tris will so notify Alpharma, in writing, and Alpharma shall at its option and cost institute infringement proceedings. Tris agrees to cooperate with Alpharma, at the cost of Alpharma, to execute all lawful papers and instruments, to make all rightful oaths and declarations, and to provide consultation and assistance as may be necessary in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET litigation. 9.4.4 Each Party shall execute all reasonable, necessary and proper documents and documents, take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN the other Party to institute and prosecute such infringement actions under this Section 13.1(aand shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) . Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such an infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first as follows: (i) if Tris has instituted and maintained such action alone, Tris shall be entitled to reimbursement of CURAGEN for deduct all costs and expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) Tris with respect to such action and, if after such deduction any alleged infringement funds shall be retained by Tris, Tris shall pay Alpharma the remainder of a Patent licensed the funds minus the royalty due Tris if such remaining funds constituted Net Sales; and (ii) if Alpharma has instituted and maintained such action alone, Alpharma shall be entitled to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties deduct all costs and expenses incurred by Alpharma with respect to such action and, if after such deduction any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as funds shall be appropriate retained by Alpharma, but Alpharma shall pay Tris a royalty as if such remaining funds constituted Net Sales. Notwithstanding the foregoing, in the event that the infringing product is a Generic Product, such that Alpharma has reduced the royalty rate being paid to allow TOPOTARGET Tris pursuant to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET6.1.2, and TOPOTARGET then if Tris obtains the recovery, Tris shall be entitled to retain from such portion due to Alpharma the difference between the royalty actually paid on Net Sales of Product pursuant to Section 6.1.2 and the amount that should have been paid pursuant to Section 6.1.1; and if such portion is insufficient to make up such different, or if Alpharma is the Party that obtains the recovery, Alpharma shall promptly pay to Tris such amount as in necessary to make up such difference. In all cases, the royalty rate shall be the rate set forth in the relevant Section 6.1.1 or 6.1.2, adjusted as provided in Section 9.6, if applicable. 9.4.5 In no event shall Alpharma have any award right to settle, compromise or compensation (including grant a Third Party infringer a license under any infringed patents or trademarks with respect to any Infringement claims relating to the fair market value Product relating to the use of non-monetary compensation) paid by the Tris Technology or any Tris Mxxx in the Territory, and Tris shall only have the right to engage in such settlement, compromise and licensing with the consent of Alpharma, which shall not be unreasonably withheld or delayed. In no event shall Tris have any right to settle, compromise or grant a Third Parties as Party infringer a result license under any infringed patents or trademarks with respect to any Infringement claims relating to the Compound or any Trademarks in the Territory, and Alpharma shall only have the right to engage in such settlement, compromise and licensing with the consent of any such actionTris, which shall not be unreasonably withheld.

Patent Enforcement. (a) Each Party shall notify 11.1 University and Licensee agree to inform the other Party promptly after such Party becomes aware in writing of any alleged suspected infringement in of the Field Patent Rights by a third party. Licensee shall have, for a period of 120 days from the date of any notice of infringement of the Patent licensed to either Party under this Agreement in any country. CURAGEN shall have Rights, the first right, but not the duty, right to institute patent infringement actions suit against Third Parties with respect to such third party and any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as recovery or settlement shall be appropriate applied first to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The defray the unreimbursed costs and expenses (including reasonable attorneys’ fees through appeal) incurred by Licensee in the action, second to pay University an amount equal to the Sublicensing Royalty that University would otherwise be entitled to at that time pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of bringing costs and maintaining expenses was treated as Sublicense Revenue, as defined in Exhibit C, and third any remaining balance shall be paid to Licensee. 11.2 Thereafter, University and Licensee shall each have the right to institute an action for infringement action under Section 13.1(a) of the Patent Rights against such third party in accordance with the following: Exclusive License – APRO Bio Pharma a. If both University and Licensee agree to institute suit jointly, the suit shall be brought in both their names, the out-of-pocket costs thereof shall be borne solely by CURAGENequally, and any recovery or settlement, after the reimbursement of costs and expenses (including reasonable attorneys’ fees incurred in the action, shall be shared equally. (c) Any award or compensation (including b. University and Licensee shall agree to the fair market value manner in which they shall exercise control over such suit. Each Party, at its option, may be represented by separate counsel of non-monetary compensation) its own selection, the fees for which shall be paid by Third Parties University. c. In the absence of an agreement to institute a suit jointly, University may, but is not obligated to, institute suit, and at its option, join Licensee as a result plaintiff. If University decides to institute suit, it shall notify Licensee in writing. d. Licensee’s failure to notify University in writing within thirty (30) days after the date of any infringement action brought by CURAGEN under University’s notice pursuant to Section 13.1(a11.2(c) (whether by way of settlement or otherwise) above, that it will join in enforcing the Patent Rights pursuant to the terms hereof, shall be allocated first deemed conclusively to reimbursement be Licensee’s assignment to University of CURAGEN for all expenses incurred by it in connection with such rights, causes of action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to and damages resulting from any such alleged infringement. TOPOTARGET University shall take all bear the entire cost of such actions under this Section 13.1(d) in reasonable consultation with CURAGEN litigation and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain the entire amount of any award recovery or compensation settlement. e. In the absence of an agreement to institute a suit jointly, and if University does not notify Licensee of its intent to pursue legal action within ninety (90) days, as provided in Subsections 11.1 – 11.2, Licensee may again have the right to institute suit. In such event, Licensee shall bear the entire cost of such litigation and any recovery or settlement shall be applied first to defray the unreimbursed costs and expenses (including reasonable attorneys’ fees) incurred by Licensee in the fair market value action, second to pay University an amount equal to the Sublicensing Royalty (as set forth in Exhibit C) that University would otherwise be entitled to pursuant to Exhibit C to this Agreement if the amount remaining after the reimbursement of costs and expenses was treated as Sublicense Revenues, as defined in Exhibit C, and third any remaining balance shall be paid to Licensee. f. If Licensee undertakes to defend the Patent Rights by litigation, Licensee may deduct from its royalty payments to University with respect to the Patent Rights subject to suit an amount not exceeding fifty (50%) of reasonable attorney's fees, provided however, that such reduction shall not exceed fifty percent (50%) of the total royalty due to University in any single calendar year. 11.3 In the event that a declaratory judgment action alleging invalidity or non-monetary compensation) paid by Third Parties as a result infringement of any of the Patent Rights shall be brought against Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by Licensee under this Section, pursuant to this Agreement and the provisions of Title 35 U.S.C. § 29 or other statutes, Licensee may: a. defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Patent Rights; b. in any such action.suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for such infringement consistent with this Section; and

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement of any Avalon Patent in any country in the Field Territory with respect to a DRG that is not a Reversion Target or use thereof in a Screen (an “Infringing DRG”). If any of any Patent licensed the Avalon Patents under which Aventis holds a license hereunder is infringed in the Territory by a Third Party with respect to either Party under this Agreement in any country. CURAGEN an Infringing Target, Aventis shall have the first rightright and option, but not the dutyobligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of Aventis and if required also in the name of Avalon. Within the sole discretion of Avalon, Avalon may jointly institute such action with Aventis at the cost and expense of Avalon, in which case Avalon shall have joint control over such action with Aventis. In any such action, Aventis shall make no decision or settlement or compromise that will or potentially will adversely affect the validity, enforceability, ownership or scope of any Avalon Patent unless agreed to in writing by Avalon. (b) In the event that Aventis does not institute such an infringement proceeding against an offending Third Panty with respect to an Infringing Target within * after receiving written notice of any alleged infringement, then Avalon shall have the right and option, but not the obligation, to institute patent infringement actions proceedings * The asterisk denotes the confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities Exchange Commission. against such Third Parties Party with respect to any such alleged infringement in the Field and an Infringing Target in the Territory, in the name of Avalon and if required also in the name of Aventis. CURAGEN Avalon shall take have sole control over such action. (c) In any infringement suit either Party may institute to enforce any Avalon Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects, including agreeing to be joined as a Party in such actions under suit, and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of any action instituted pursuant to this Section 13.1(a7.2 (including reasonable fees of attorneys and other professionals) (other than with respect shall be borne by the Party instituting the action, or, if the Parties elect to a Patent included solely cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the CURAGEN Collaboration Technology) Parties in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised such proportions as to the status of any such infringement action CURAGEN institutesthey may agree in writing. TOPOTARGET Each Party shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN the other Party to institute and prosecute such infringement actions under (if such other Party has the right to institute and prosecute such infringement actions pursuant to this Section 13.1(a7.2). (be) The costs and expenses In the event Aventis shall undertake the enforcement of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any Avalon Patent, at the sole expense of Aventis any award or compensation (including the fair * The asterisk denotes the confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities Exchange Commission. market value of non-monetary compensation) paid by Third Parties as a result of any such an infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first applied as follows: (i) first, to reimbursement of CURAGEN each Party for all expenses incurred by it each in connection with such action on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Aventis. In the event that Avalon undertakes such infringement action at its sole expense, any award or compensation shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by each in connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Avalon. Any remaining In the event that the Parties share the expenses of such action, then any award or compensation shall be allocated to between the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as proportion to the status expenses incurred by the Parties after proportionate reimbursement of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and the expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actioneach party.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party GPC under this Agreement in any countrycountry in the Territory. CURAGEN Except as provided in Section 13.3, GPC shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territoryinfringement. CURAGEN GPC shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration GPC Development Technology) in reasonable consultation with TOPOTARGET NEOTHERAPEUTICS and shall keep TOPOTARGET NEOTHERAPEUTICS apprised as to the status of any such infringement action CURAGEN GPC institutes. TOPOTARGET NEOTHERAPEUTICS shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN GPC to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGENGPC. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN GPC under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN GPC for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated used to pay NEOTHERAPEUTICS the royalty it would have been entitled to receive had the balance of such recovery or damages, to the Parties in the following proportions: [*************************************************]extent attributable to sales of such infringing products, been attributable to sales of Covered Products by GPC hereunder. (d) In Except as provided in Section 13.3, in the event CURAGEN GPC elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN GPC under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration GPC Development Technology) within 120 one hundred twenty (120) days after receiving notice thereof, TOPOTARGET NEOTHERAPEUTICS shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET infringement NEOTHERAPEUTICS shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN GPC and shall keep CURAGEN GPC apprised as to the status of any such infringement action TOPOTARGET NEOTHERAPEUTICS institutes. CURAGEN GPC shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, actions as shall be appropriate to allow TOPOTARGET NEOTHERAPEUTICS to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by NEOTHERAPEUTICS under this Section 13.1(d) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of NEOTHERAPEUTICS for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated equally between the Parties.

Patent Enforcement. (a) Each Party 6.1 LICENSOR and LICENSEE shall notify the each other promptly after such Party becomes aware in writing of any alleged infringement in of the Field PATENTS, which becomes known to either of them LICENSEE shall notify LICENSOR promptly of any Patent licensed action taken in accordance with this Paragraph VI to either Party under this Agreement in any countryxxxxx or eliminate such infringement. CURAGEN LICENSEE shall have the first rightright to xxxxx the infringement by grant of sublicense in accordance with the provisions of Paragraph III, but not or to xxx for the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request LICENSEE=s own name and expense, as and to collect for its own use all damages, profits, and awards of whatever nature recovered for such infringement, however, such damages, profits and awards shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a)included as income for royalty calculations less reasonable legal fees incurred in the enforcement of said PATENTS. (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) 6.2 In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect LICENSOR shall bring to the attention of LICENSEE any alleged infringement of the LICENSED PATENT, and LICENSEE shall not, within six (6) months: a) Secure abatement or cessation of the infringement; b) Enter suit against the infringer; or c) Provide LICENSOR with evidence of the pendency of a Patent licensed to CURAGEN bona fide negotiation for the acceptance by the infringer of a sublicense under this Agreement (i.e.the PATENTS, excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET LICENSOR shall thereafter have the right, but not right to xxx for the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and LICENSOR'S own expense, as shall be appropriate and to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGETcollect for its own use all damages, profits, and TOPOTARGET shall awards of whatever nature recoverable for such infringement. 6.3 LICENSOR and LICENSEE mutually agree to furnish technical and other necessary assistance to each other in conducting any litigation necessary to enforce the PATENTS against others. Out of pocket expenses for such assistance will be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any the party requesting such actionassistance.

Patent Enforcement. (a) Each Party shall notify The parties acknowledge and agree that the other promptly after such Party becomes aware enforcement of certain patent rights may be subject to SSP’s rights under agreements it has with the parties. Subject to the foregoing, with respect to any alleged infringement or suspected infringement of the Licensed Patents or Seller DuraSite Improvement Patents in the Licensed Field of any anywhere in the Territory (the “Patent licensed to either Party under this Agreement in any country. CURAGEN Rights”), Seller shall have the first right, but not the dutyobligation to bring an enforcement action and take any other reasonable steps to defend the Patent Rights against infringement; which steps may include the negotiation of appropriate settlements and cross-licenses. Buyer shall have the right to approve any settlement, cross-license, etc., such approval not to be unreasonably withheld or delayed. Buyer hereby agrees, in addition to its obligations in the last sentence of this Section 7, to institute patent infringement actions against Third Parties with respect be joined as a party to any such alleged infringement in the Field and in the Territoryaction. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement such enforcement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [**********************************************] and any recovery shall [***]. (d) In the event CURAGEN elects . If Seller does not to, or fails to, exercise its rights under Section 13.1(a) with respect initiate a response to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration TechnologyTerritory and the Licensed Field within thirty (30) within 120 days after receiving it has received notice thereof, TOPOTARGET then Buyer, subject to any rights SSP may have, shall have the rightright to undertake an action to defend the Patent Rights at its own expense. Seller shall have the right to approve any settlement, but cross-license, etc., such approval not the duty, to institute patent infringement actions against Third Parties with respect to be unreasonably withheld or delayed. Recovery from any settlement or judgment from any such alleged infringementaction undertaken and funded by Buyer shall go first to reimburse the expenses of Buyer and the remainder shall be treated as Net Sales under the Asset Purchase Agreement. TOPOTARGET Notwithstanding the foregoing, if the monetary recovery is less than the out-of-pocket expenses of Seller and Buyer, reimbursement shall take all be [***]. Buyer and Seller shall assist one another and reasonably cooperate in any such actions under this Section 13.1(d) in litigation at the other’s reasonable consultation with CURAGEN and shall keep CURAGEN apprised as request without charge to the status of any such infringement action TOPOTARGET institutesrequesting party. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d)[***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Patent Enforcement. (a) Each Party 8.1 LICENSOR and LICENSEE shall notify the each other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result writing of any infringement of the LICENSED PATENT APPLICATION which becomes known to either of them. LICENSEE shall notify LICENSOR promptly of any action brought taken in accordance with this Article VIII to eliminate such infringement. 8.2 LICENSEE is authorized pursuant to the provisions of Chapter 29, Title 35, U.S. Code, or other statutes: (A) To bring suit in its own name, or if required by CURAGEN under Section 13.1(alaw, jointly with LICENSOR, at its own expense and on its own behalf, for infringement of the LICENSED PATENT APPLICATION; (B) In any such suit, to enjoin infringement; and (whether by way C) To collect for its use damages, profits and awards of settlement or otherwise) whatever nature recoverable for such infringement; provided that LICENSEE shall be allocated first obligated to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated pay to LICENSOR an amount equal to the Parties in royalties and other amounts that LICENSEE would have paid to LICENSOR if LICENSEE had sold the following proportions: [*************************************************]ROYALTY-BASED PRODUCTS rather than the infringer. (d) 8.3 In the event CURAGEN elects not toLICENSOR shall bring to the attention of LICENSEE any unlicensed infringement of the LICENSED PATENT APPLICATION and LICENSEE shall not, within six (6) months, (A) Secure cessation of the infringement, or (B) Enter suit against the infringer, LICENSOR shall thereafter have the right to xxx for the infringement at LICENSOR’s own expense, and to collect for its own use all damages, profits and awards of whatever nature recoverable for such infringement. 8.4 LICENSOR and LICENSEE mutually agree to furnish technical and other necessary assistance to each other in conducting any litigation necessary to enforce the LICENSED PATENT APPLICATION against others. Reasonable expenses for such assistance will be paid by the party requesting such assistance. 8.5 LICENSEE shall defend at its own cost and expense any action, suit, claim or proceeding for infringement by LICENSEE of any third party’s patents based upon LICENSEE’s manufacture, use, sale, or fails tolease of products, exercise its rights under Section 13.1(a) processes or services based upon, utilizing, or incorporating the LICENSED PATENT APPLICATION. LICENSOR shall cooperate with respect LICENSEE in any way reasonably necessary, but without expense to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely LICENSOR in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result defense of any such action, suit, claim or proceeding.

Patent Enforcement. (a) Each Party If Bayer believes that a third party is reasonably likely infringing Pharmanetics's patent rights in the Territory, Bayer shall promptly notify the other promptly after such Party becomes aware Pharmanetics of that fact and shall provide to Pharmanetics reasonable evidence of any alleged infringement such claim based upon materials available to Bayer. Upon receipt of evidence satisfactory to Pharmanetics of infringement, in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN Pharmanetics's sole discretion Pharmanetics shall then have the first rightsole right to take action against such infringing third party. If Pharmanetics fails to take commercially reasonable action within two (2)months to stop such infringement, but and such infringement, if allowed to continue, would have a substantial effect on Bayer's sales of the Product, Bayer shall then be entitled to take commercially reasonable action to stop such infringement, including the filing of suit; provided, that Bayer shall not the duty, to institute patent infringement actions have such right so long as Pharmanetics is then diligently taking action against Third Parties with respect to any such alleged infringement at least one infringing third party in the Field and at least one country in the Territory. CURAGEN If Bayer chooses to take such commercially reasonable action, Pharmanetics shall cooperate with Bayer to enable Bayer to take all such actions under action and Bayer shall have sole control over any lawsuit or settlement. For purposes of this Section 13.1(a) (other than with respect 10.2(d), "commercially reasonable action" requires at a minimum advising the infringing party to cease and desist its infringement. For purposes of this Section 10.2(d), "substantial effect on Bayer's sales of the Product" means a Patent included solely third party offering for sale the Product or an equivalent of the Product. For purposes of this Section 10.2(d), "diligently taking action" means that Pharmanetics has filed at least one patent infringement lawsuit against at least one infringer in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status at least one country. Any recovery of damages or settlement amounts from any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as court actions or out of court actions shall be appropriate divided as follows: one hundred percent to allow CURAGEN cover costs of the parties until expenses are reimbursed in full and thereafter seventy five percent to institute Pharmanetics and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining twenty-five percent to Bayer. Pharmanetics shall have the right to settle any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET Bayer shall have the right, but not right to renegotiate its minimum performance obligations under Section 7.3 to the duty, to institute patent infringement actions against Third Parties with respect to any extent they may be affected by such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(dthird party sales of the Product(s) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any such actionTerritory.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement in the Field of any Patent licensed to either Party VIACELL under this Agreement in any countrycountry in the Territory. CURAGEN Except as provided in Section 11.3, VIACELL shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territoryinfringement. CURAGEN VIACELL shall take all such actions under this Section 13.1(a11.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration VIACELL Development Technology) in reasonable consultation with TOPOTARGET GAMETE and shall keep TOPOTARGET GAMETE apprised as to the status of any such infringement action CURAGEN VIACELL institutes. TOPOTARGET GAMETE shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN VIACELL to institute and prosecute infringement actions under this Section 13.1(a11.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a11.1(a) shall be borne solely by CURAGENVIACELL. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN VIACELL under Section 13.1(a11.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN VIACELL and GAMETE for all expenses incurred by it in connection with such action. Any remaining award VIACELL shall then pay GAMETE the royalty it would have been entitled to receive had the balance of such recovery or compensation damages, to the extent attributable to sales of such infringing products, been attributable to sales of Covered Products by VIACELL hereunder. VIACELL shall be allocated entitled to retain the Parties in the following proportions: [*************************************************]remainder of any such recovery or damages. (d) In Except as provided in Section 11.3, in the event CURAGEN VIACELL elects not to, or fails to, exercise its rights under Section 13.1(a11.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN VIACELL under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration VIACELL Development Technology) within 120 one hundred twenty (120) days after receiving notice thereof, TOPOTARGET GAMETE shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET GAMETE shall take all such actions under this Section 13.1(d11.1(d) in reasonable consultation with CURAGEN VIACELL and shall keep CURAGEN VIACELL apprised as to the status of any such infringement action TOPOTARGET GAMETE institutes. CURAGEN VIACELL shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, actions as shall be appropriate to allow TOPOTARGET GAMETE to institute and prosecute infringement actions under this Section 13.1(d12.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by GAMETE under this Section 11.1(d) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of GAMETE and VIACELL for all expenses incurred by them in connection with such action. Any remaining award or compensation shall be retained by GAMETE.

Patent Enforcement. (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement of any Avalon Patent in any country in the Field Territory with respect to a DRG that is not a Reversion Target or use thereof in a Screen (an “Infringing DRG”). If any of any Patent licensed the Avalon Patents under which Aventis holds a license hereunder is infringed in the Territory by a Third Party with respect to either Party under an Infringing Target, Aventis * The asterisk denotes the confidential portions of this Agreement in any countrydocument that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. CURAGEN shall have the first rightright and option, but not the dutyobligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of Aventis and if required also in the name of Avalon. Within the sole discretion of Avalon, Avalon may jointly institute such action with Aventis at the cost and expense of Avalon, in which case Avalon shall have joint control over such action with Aventis. In any such action, Aventis shall make no decision or settlement or compromise that will or potentially will adversely affect the validity, enforceability, ownership or scope of any Avalon Patent unless agreed to in writing by Avalon. (b) In the event that Aventis does not institute such an infringement proceeding against an offending Third Panty with respect to an Infringing Target within * days after receiving written notice of any alleged infringement, then Avalon shall have the right and option, but not the obligation, to institute patent infringement actions proceedings against such Third Parties Party with respect to any such alleged infringement in the Field and an Infringing Target in the Territory, in the name of Avalon and if required also in the name of Aventis. CURAGEN Avalon shall take have sole control over such action. (c) In any infringement suit either Party may institute to enforce any Avalon Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects, including agreeing to be joined as a Party in such actions under suit, and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of any action instituted pursuant to this Section 13.1(a7.2 (including reasonable fees of attorneys and other professionals) (other than with respect shall be borne by the Party instituting the action, or, if the Parties elect to a Patent included solely cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the CURAGEN Collaboration Technology) Parties in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised such proportions as to the status of any such infringement action CURAGEN institutesthey may agree in writing. TOPOTARGET Each Party shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, actions as shall be appropriate to allow CURAGEN the other Party to institute and prosecute such infringement actions under (if such other Party has the right to institute and prosecute such infringement actions pursuant to this Section 13.1(a7.2). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (de) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in Aventis shall undertake the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status enforcement of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actionsAvalon Patent, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses the sole expense of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain Aventis any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by each in connection with such action on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Aventis. In the event that Avalon undertakes such infringement action at its sole expense, any award or compensation shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by each in connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Avalon. In the event that the Parties share the expenses of such action, then any award or * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. compensation shall be allocated between the Parties in proportion to the expenses incurred by the Parties after proportionate reimbursement of the expenses of each party.

Patent Enforcement. (a) Each Party shall notify 12.1 In the other promptly after such Party event AVT becomes aware of any alleged an infringement or violation respecting the Licensed Product, AVT shall promptly inform NYMC in writing of such infringement and the Field parties shall review the advisability of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions instituting legal action against Third Parties with respect to any such alleged infringement or violation of the Licensed Product. If NYMC does not agree to pursue the infringement or violation in the Field cooperation with AVT within ninety (90) days of such notice, AVT may pursue such infringement or violation on its own behalf and in the Territory. CURAGEN name of NYMC (as a nominal party) and NYMC shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised cooperate as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a)reasonably requested by AVT. (b) 12.2 The costs and expenses of bringing actions jointly commenced by AVT and maintaining any NYMC against third parties for infringement action under Section 13.1(a) of the Licensed Product shall be borne solely by CURAGEN. (c) the parties equally. Provided, however, that NYMC's share of such litigation cost shall be deducted from the royalties payable hereunder, if any, and NYMC shall not be required to pay any amounts exceeding .the total royalties paid or due at the inception of the legal action. Any award damages, costs and amounts recovered or compensation (including the fair market value of non-monetary compensation) paid by Third Parties received in settlement as a result of any infringement the legal action brought shall first go to reimburse costs and expenses borne by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) the parties and the remainder shall then be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated according to the Parties royalty rate in effect at the following proportions: [*************************************************]time of such recovery. (d) 12.3 In the event CURAGEN that AVT elects not toto pursue the infringement or violation at its own expense under paragraph 11.1, or fails to, exercise its rights under Section 13.1(a) with respect then NYMC may choose to any alleged pursue the infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN violation at its own expense and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET NYMC shall be entitled to retain all damages, costs and amounts recovered or received in settlement. 12.4 In the event that AVT elects to pursue the infringement or violation at its own expense when NYMC elects not to proceed jointly as under this Article 11, then AVT shall be entitled to retain all damages, costs and amounts recovered or received in settlement. 12.5 Nothing herein shall obligate either NYMC or AVT to enter into any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result litigation of any nature whatsoever with regard to the Licensed Product. 12.6 AVT and NYMC hereby agree to cooperate reasonably with each other in any proceeding instituted hereunder. Such litigation shall be controlled by the party bringing suit, except when such actionsuit is brought jointly, in which case AVT shall control. 12.7 If an allegation of infringement against any Licensed Product is brought to the attention of AVT or NYMC, the procedures outlines in 12.1 through 12.4 shall apply. However, should AVT incur such expenses up to fifty (50%) of royalties due NYMC shall be deducted therefrom during the pendency of the litigation.

Patent Enforcement. (a) Each Party shall notify PPK warrants that the other promptly after such Party becomes aware making of the PRODUCT will not infringe the rights of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Field and in the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a)person. (b) The costs PPK agrees to indemnify Integrated and its approved sub- licensees from any liability, damage or loss of any kind resulting from any claim or lawsuit brought against Integrated or a sub-licensee by a third party alleging that the PRODUCT infringes any patent or other property rights of the third party. PPK at its own expenses shall pay all costs, settlements and damages incurred, including solicitors fees and expenses of bringing litigation, provided that Integrated give PPK prompt notice of such claims and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGENprovide PPK assistance, to defend such claims. (c) Any award Neither party shall compromise or compensation (including settle any claim of infringement by or against them respecting the fair market value PRODUCT or any claim of non-monetary compensation) paid by Third Parties as a result ownership, validity or enforceability respecting the PRODUCT, or patents directed to the PRODUCT, without the consent of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) the other party, which consent shall not be allocated first to reimbursement of CURAGEN for all expenses incurred by it unreasonably withheld. Each party shall reasonably cooperate with the other party in connection with any such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]claims. (d) In If Integrated believes that any of PPK's rights respecting the event CURAGEN elects not toPRODUCT are being infringed and the infringement substantially adversely affects Integrated's manufacturing rights of the PRODUCT hereunder, or fails to, exercise its rights under Section 13.1(a) with respect to Integrated shall promptly notify PPK. If PPK files suit against any alleged infringement of a Patent licensed infringer, Integrated shall provide reasonable non-monetary assistance to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the rightPPK without charge, but not the duty, subject to institute patent infringement actions against Third Parties with respect to any such alleged infringementreimbursement of expenses. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, necessary and proper documents and take such actions, at TOPOTARGET’s request and expense, as shall be appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET PPK shall be entitled to retain any award and all settlement amounts or compensation awards resulting therefrom providing that Integrated shall first receive any settlement monies relating to damages suffered by Integrated. If PPK fails to cause such infringement to ease or to bring and diligently pursue an action to cause such infringement to cease within ninety (including 90) days of its notification or knowledge of such infringement, Integrated shall have the fair market value of option to bring such suit, at its expense, to name PPK as a party if necessary or desirable, and to retain any and all settlement amounts or awards resulting therefrom, and PPK shall provide reasonable non-monetary compensation) paid by Third Parties as assistance to Integrated in such action without charge. If Integrated is a result of party to any lawsuit involving any such actionrights, Integrated shall not settle or compromise said lawsuit without PPK's consent, which shall not be reasonably withheld.

Patent Enforcement. (a) Each If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Patents, Inventions or Know-How within the Territory, such Party shall promptly notify the other promptly after Party and shall provide such other Party becomes aware with available evidence of any alleged infringement in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN such infringement. (b) Encode shall have the first exclusive right, but not the duty, to institute patent infringement actions against Third Parties with respect to based on any such alleged infringement in the Field and in Existing Encode Intellectual Property or Program Intellectual Property owned solely by Encode within the Territory. CURAGEN shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) in reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any such infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, necessary and proper documents and take such actions, at CURAGEN’s request and expense, as shall be appropriate to allow CURAGEN to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by CURAGEN. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to the Parties in the following proportions: [*************************************************]. (d) In the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET Affymetrix shall have the sole right, but not the duty, to institute patent infringement actions against Third Parties with respect based on any Existing Affymetrix Intellectual Property or Program Intellectual Property owned solely by Affymetrix in the Territory. The JSC shall have the right, but not the duty, to decide whether either or both of the Parties shall institute patent infringement actions against Third Parties based on any such alleged infringementProgram Intellectual Property relating to Joint Inventions. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN The costs and shall keep CURAGEN apprised as to the status expenses of any such infringement action TOPOTARGET institutes(including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. CURAGEN Each Party shall execute all reasonable, necessary and proper documents and documents, take such actions, at TOPOTARGET’s request and expense, actions as shall be appropriate to allow TOPOTARGET the other Party to institute and prosecute such infringement actions under this Section 13.1(dand shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: (i) if Encode has instituted and maintained such action alone, Encode shall be entitled to retain such remaining funds; (ii) if Affymetrix has instituted and maintained such action alone, Affymetrix shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.