Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) Each Party shall notify the other promptly after becoming aware of any alleged or threatened infringement by a Third Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action.

Patent Enforcement. (a) Each Party shall notify If any of the other promptly after becoming aware of any alleged or threatened infringement Patents under which BMS is granted distribution rights hereunder is infringed by a Third Party, BMS shall have the right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of Sano and/or in the name of BMS, and to join Sano as a party plaintiff if required. BMS shall promptly notify Sano of any Aptose Patent, Ohm Patent or Joint Patent through such infringement and shall keep Sano informed as to the using, making, importing, exporting, offering for sale or selling prosecution of any Product in action for such infringement. No settlement, consent judgment or other voluntary final disposition of the Fieldsuit which adversely affects any Patent may be entered into without the consent of Sano, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is which consent shall not a Product Infringementunreasonably be withheld. (b) Ohm In the event that BMS shall have undertake the first right to bring and control any legal action in connection with any Product Infringement enforcement and/or defense of any Aptose Patent or Joint Patent in the TerritoryPatent, or any other infringement recovery of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in damages by BMS for any such action by counsel shall be applied first in satisfaction of its choiceany unreimbursed expenses and legal fees of BMS relating to the suit. If Ohm does not bring The balance remaining from any such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose recovery shall have the right to bring be divided equally between BMS and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriateSano. (c) Ohm In the event that BMS elects not to pursue an action for infringement, upon written notice to Sano by BMS that an unlicensed Third Party is an infringer of a Valid Claim of any Patent for which BMS has been granted distribution rights hereunder, Sano shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in option, but not the Field in the Territory obligation, at its own cost and expense as it reasonably determines appropriateto initiate infringement litigation and to retain any recovered damages. (d) At the request and expense of the In any infringement suit either Party bringing the action under Section 7.4(b) abovemay institute to enforce any Patents pursuant to this Agreement, the other Party shall provide hereto shall, at the request of the Party initiating such suit, 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. All reasonable assistance out-of-pocket costs incurred in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory render- ing cooperation requested hereunder shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained paid by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such actionrequesting cooperation.

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a) Each Party a "Collaboration Patent"), it shall promptly notify the other promptly after becoming Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any alleged or threatened possible infringement by of a Third Party of any Aptose Patent, Ohm Collaboration Patent or Joint Patent through misappropriation of an invention within the usingCollaboration Technology, makingit shall promptly notify the other Party hereto, importingproviding a written description of the potentially infringing or misappropriation activities. SGX shall have the right, exportingbut not the obligation to institute, offering for sale prosecute and control any action or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) proceeding with respect to infringement of Collaboration Patents in the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm SGX Territory. UG shall have the first right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control any legal an action in connection with any Product Infringement against such infringer by counsel of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriatechoice, and Aptose the non-enforcing Party shall have the right to be represented in any such action by counsel of its choiceown choice at its own expense. If Ohm does not bring such legal The Party controlling an action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control involving any legal action in connection with such Product Infringement or other infringement of a Joint Collaboration Patent shall consider in good faith the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense interests of the other Party bringing in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action under Section 7.4(b) aboveor proceeding, the other Party shall provide agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party authority to file and prosecute the action if requiredsuit. In connection with each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that any such proceeding, recovery over the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent costs of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in of the Field in the Territory Patent Rights shall be first applied against payment deemed Net Sales of each Party’s costs and expenses in connection therewiththe infringed Collaboration Product, subject to a royalty of [...***...]%. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action.22 ***CONFIDENTIAL TREATMENT REQUESTED

Patent Enforcement. (a) Each In the event either Party shall notify the other promptly after becoming becomes aware of any alleged actual or threatened infringement by a Third Party or use of any Aptose PatentPatent Rights (collectively, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any an “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), that Party shall promptly notify and provide full details to the other Party provided that neither Party shall be required to provide information if it would waive attorney client privilege or would be a breach of any alleged or threatened infringement by confidentiality obligations with a Third Party Party. The Parties will meet to discuss the appropriate course of any Joint action, and may collaborate in pursuing such course or action; provided that the owner of the Patent that is not a Product InfringementRights shall have sole discretion with respect to enforcement of such Patent Rights. (b) Ohm With respect to infringement of any patent included in the Patent Rights owned by a Party that is likely to have a material adverse effect on any Product being developed or commercialized by the other Party or its Affiliates or Sublicensees pursuant to a license granted under this Agreement or the License Agreement or on any such license granted under this Agreement or the License Agreement, such other Party shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territoryright, at its own expense as it reasonably determines appropriateexpense, and Aptose shall have the right to be represented in any such action by counsel of its own choice. If Ohm does not , and, if the Party that owns such Patent Rights fails to bring such legal an action within sixty or proceeding prior to the earlier of (60a) a reasonable time days after following the notice provided pursuant of alleged infringement not to Section 7.4(a)exceed […***…] or (b) […***…] before the time limit, Aptose if any, set forth in the appropriate laws and regulations for the filing of such actions, the other Party shall have the right to bring and control any legal such action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriateand by counsel of its own choice, and the Party that owns the Patent Rights shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (c) Ohm shall have If either Party lacks standing and the first right other Party has standing to bring and control any legal such suit, action in connection or proceeding to enforce its Patent Rights, then the Responsible Party may request the other Party to do so at the Responsible Party’s expense. The Party with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriatestanding is under no obligation to comply with such request, but rather is free to refuse such request. (d) At No legal proceeding or claim regarding Patent Rights may be settled without the request and expense consent of the Party bringing applicable owner of the action under Section 7.4(b) above, 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 requiredPatent Rights. In connection with any such proceeding, the no event shall either Party bringing the action shall not enter into any settlement admitting agreement which makes any admission regarding (i) wrongdoing on the invalidity of, or otherwise impairing part of the other Party’s rights in, or (ii) the Aptose Patents invalidity, unenforceability or Joint Patents absence of infringement of any Patent Rights owned or Controlled by the other Party, without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory . The Parties shall be first applied against payment of cooperate with each Party’s costs and expenses other in connection therewith. For an enforcement action under Section 7.4(b)with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such actionclaim, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such actionsuit or proceeding.

Patent Enforcement. (a) Each Party shall notify the other promptly after becoming such Party becomes aware of any alleged infringement of any Patent covering a Product in any country. The Party that is developing or threatened marketing a Product that will compete or does, in fact, compete in the applicable Territory with the allegedly infringing product shall have the first right, but not the duty, to institute patent infringement by a actions against Third Parties. If the Party with the first right to institute patent infringement actions does not institute an infringement proceeding against an offending Third Party of any Aptose Patent, Ohm Patent within 90 days after becoming aware or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or receiving notice of any alleged or threatened infringement by a Third infringement, then the other Party of any Joint Patent that is shall have the right, but not a Product Infringementthe duty, to institute such an action. (b) Ohm The Parties shall have the first right provide reasonable assistance to bring and control any legal action each other in connection with any Product Infringement the enforcement of any Aptose Patent or Joint Patent in such Patents pursuant to Section 9.1. Each Party shall execute all necessary and proper documents and take such actions as shall be reasonably requested to assist the Territory, or any other infringement of Party enforcing the Patent. Neither Party shall enter into a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right settlement with respect to be represented in any such action by counsel without the prior consent of its choice. If Ohm does not bring the other Party (if the other Party either owns the Patent or holds a license under such legal action within sixty (60) days after the notice provided Patent pursuant to Section 7.4(a5.2), Aptose which will not be unreasonably withheld. 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 have be applied as follows: (i) first, to reimbursement of the right Parties, on a pro rata basis, for all reasonable out-of-pocket expenses to bring and control any legal action other persons or entities incurred by each in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. action, and (cii) Ohm second, any remaining balance shall have the first right be allocated [**]% to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing enforcing the action under Section 7.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery Patent and joining as a party [**]% to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (ec) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s The costs and expenses of any action instituted pursuant to this Section 9.1 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared borne by the Parties in such proportions as follows: seventy-five percent they may agree in writing. (75%d) of Notwithstanding anything to the contrary in this Section 9.1, if the Party controlling a Patent does not have the right to allow the Party that is granted the right to pursue infringers to enforce such Remainder Patent(s), no such right shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid considered to the Party not bringing such actionhave been granted hereunder.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming aware in writing of any alleged actual or threatened infringement by a Third Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement misappropriation by a Third Party of any Joint Patent that is not a Product or Jointly Owned Invention of which such Party becomes aware (“Third Party Infringement”). (b) Ohm [***] shall have the first right to bring and control any initiate legal action in connection with any Product to [***]. In the event that [***] fails to initiate or defend such action by the earlier of (i) [***] after first being notified or made aware of such Third Party Infringement of any Aptose Patent and (ii) [***] before the expiration for initiating or Joint Patent in the Territorydefending such action, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose [***] shall have the right to be represented in any initiate or defend such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriatesole expense. (c) Ohm [***] shall have the first right to bring and control any initiate legal action in connection with to enforce all Joint Patents and Jointly Owned Inventions against Third Party Infringement, where such Third Party Infringement [***] or to defend any Product Infringement of an Ohm Patent in the Field in the Territory declaratory judgment action relating thereto, at its own expense as it reasonably determines appropriatesole expense. In the event that [***] fails to initiate or defend such action by the earlier of (i) [***] after first being notified or made aware of such Third Party Infringement and (ii) [***] before the expiration for initiating or defending such action, [***] shall have the right to do so at its sole expense. (d) At The Parties shall cooperate in good faith to jointly control legal action to enforce all [***] against any Third Party Infringement where such Third Party Infringement [***] or to defend any declaratory judgment action relating thereto, and [***]. Notwithstanding the request and expense foregoing, either Party shall have the right to opt-out of the Party bringing the controlling such legal action under Section 7.4(b) above, by providing written notice to the other Party shall provide reasonable assistance by the earliest of (1) [***] after first being noticed of such Third Party Infringement, (2) [***] before the expiration date for filing such action, (3) [***] before the expiration date for filing an answer to a complaint in connection therewitha declaratory judgment action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party (4) [***] after receipt of an application to the action if required. In connection with any such proceeding, FDA under Section 351(k) of the Party bringing the action shall not enter into any settlement admitting the invalidity ofU.S. Public Health Services Act (42 U.S.C. 262(k)), or otherwise impairing the other Party’s rights into a similar agency under any similar provisions in another country, the Aptose Patents seeking approval of a biosimilar or Joint Patents without the prior written consent interchangeable biological product of the other PartyMerck Compound, whichever comes first. (e) Any recoveries resulting from an If one Party (the “Enforcing Party”) brings any prosecution or enforcement action under Section 7.4(b) or 7.4(c) proceeding against a Product Infringement in Third Party with respect to any [***], the Field in second Party (the Territory shall “Non-Enforcing Party”) agrees to be first applied against payment of each joined as a party plaintiff where necessary and to give the Enforcing Party reasonable assistance and authority to file and prosecute the suit, at the Enforcing Party’s cost and expense. The costs and expenses in connection therewith. For an enforcement action of the Enforcing Party under this Section 7.4(b)10.1.2 shall be borne by such Enforcing Party, and any recoveries in excess of such costs and expenses (the “Remainder”) damages or other monetary awards recovered shall be shared by the Parties as follows: seventy-five percent (75%) [***]. A settlement or consent judgment or other voluntary final disposition of such Remainder shall a suit under this Section 10.1.2 may not be retained by entered into without the Party bringing such action, and twenty-five percent (25%) consent of such Remainder shall be paid to the Party not bringing such actionthe suit.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming aware Party in writing of any alleged existing or threatened infringement of any Licensed Patents by a Third Party, of which such Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Fieldbecomes aware, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field declaratory judgment, opposition, or similar provisions in other jurisdictions (collectively “Product Infringement”)action alleging the invalidity, unenforceability or non-infringement of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementthe Licensed Patents. (b) Ohm As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with to enforce the Licensed Patents against any Product Infringement of any Aptose Patent or Joint Patent infringement in the Territory, or any other infringement of a Joint Patent Field in the Territory, Territory at its own Licensee’s cost and expense and as it Licensee reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choiceappropriate after consultation with Licensor. If Ohm Licensee does not to bring such legal action within sixty prior to the earlier of (60i) days [***] after the notice provided pursuant to Section 7.4(a5.3(a), Aptose or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action in connection with to enforce the Licensed Patents against such Product Infringement or other infringement of a Joint Patent in the Territory at its own Licensor’s cost and expense and as it Licensor reasonably determines appropriateappropriate after consultation with Licensee. (c) Ohm At the enforcing Party’s request and expense, the other Party shall provide to the enforcing Party with all reasonable assistance in such enforcement effort, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party reasonably informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) The enforcing Party shall bear all of the costs and expenses incurred in connection with the enforcement of the Licensed Patents under Section 5.3(b). Any recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such enforcement action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amount shall be retained by the enforcing Party, except that if Licensee is the enforcing Party, then the remaining amount shall be deemed Net Sales and subject to royalty payment under Section 4.3. (e) As between the Parties, Licensor shall have the first exclusive right to bring and control any legal action in connection with to enforce the Licensed Patents against any Product Infringement of an Ohm Patent in infringement outside the Field in the Territory Territory, at its own Licensor’s cost and expense and as it Licensor reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming becomes aware of any alleged infringement or threatened infringement by a Third Party of any Aptose PatentCG Patent on account of a Third Party’s manufacture, Ohm use or sale of a Licensed Compound or Product, or any declaratory judgment or equivalent action challenging any CG Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of in connection with any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions such infringement (collectively a “Product Infringement”), or it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of any alleged infringement or threatened infringement infringement, or declaratory judgment or equivalent action, by a such Third Party of any Joint Patent that is not a Product InfringementParty. (b) Ohm Aptose shall have the first right exclusive right, but not the obligation, to bring and control any legal a suit or otherwise take action in connection with against any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Licensed Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its own choice; provided, however, if Aptose elects not to bring a suit or otherwise take action against any Product Infringement in the Licensed Territory, then unless Aptose has a good faith, commercially reasonable reason not to enforce the applicable CG patents, the reduction in royalties for entry of a Generic Product as set forth in Section 5.3(d) (Generic Entry) will not apply. If Ohm does not bring CG shall cooperate with and provide reasonable assistance to Aptose in such legal enforcement, at Aptose’s request and expense. CG further agrees to join, at Aptose’s expense, any such action within sixty brought by Aptose under this Section 6.3 as a party plaintiff if required by Applicable Laws to pursue such action. Aptose shall keep CG regularly informed of the status and progress of such enforcement efforts. (60c) days after Any recovery obtained by Aptose in connection with or as a result of any action against a Product Infringement, whether by settlement or otherwise, shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then [**] of the notice provided pursuant balance be paid to CG, and any remaining balance be retained by Aptose. (d) Aptose may exercise any of its rights under this Section 7.4(a)6.3 through an Affiliate or Sublicensee. (e) As between the Parties, Aptose shall have the right exclusive right, but not the obligation, to bring and control a suit or otherwise take action against any legal action in connection with such Product Infringement infringement or other threatened infringement of a Joint any Patent in the Territory at Aptose Program Technology worldwide, and shall first reimburse Aptose for any of its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring out-of-pocket costs and control attorney fees, followed by CG for any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request out-of-pocket costs and expense attorney fees, then [**] of the Party bringing the action under Section 7.4(b) abovebalance be paid to CG, the other Party and any remaining balance be retained by Aptose. CG shall cooperate with and provide reasonable assistance to Aptose in connection therewithsuch enforcement, including by executing reasonably appropriate documents, cooperating in discovery at Aptose’s request and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Partyexpense. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Licensed Patents in the Territory, Ohm Patent and any related declaratory judgment, opposition, or Joint Patent through similar action alleging the usinginvalidity, making, importing, exporting, offering for sale unenforceability or selling non-infringement of any Product of the Licensed Patents in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product InfringementTerritory. (b) Ohm As between the Parties, Ji Xing shall have the first right (but not the obligation) to bring and control any legal action in connection with any Product Infringement infringement of any Aptose Patent or Joint Patent the Licensed Patents in the Territory, or any other infringement of Territory with respect [ * ] (a Joint Patent in the Territory“Product Infringement”), at its Ji Xing’s own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm Ji Xing does not bring such legal action within sixty (60) days [ * ] after the notice provided pursuant to Section 7.4(a9.3(a), Aptose Oyster Point shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory Territory, at its Oyster Point’s own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the an action under Section 7.4(b9.3(b) above, 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 requiredrequired by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the Aptose Patents or Joint Licensed Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith[ * ]. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs [ * ], provided that [ * ]. (e) Oyster Point shall have the exclusive right to bring and expenses (control any legal action to enforce the “Remainder”) shall be shared by the Parties Licensed Patents against any infringement that is not a Product Infringement, at Oyster Point’s own expense and as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such actionit reasonably determines appropriate, and twenty-five percent (25%) of such Remainder shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) Each Party shall notify the other promptly after within [*] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Cytokinetics Patents, Ohm Patent Astellas Patents or Joint Patent through Collaboration Patents, which infringement adversely affects or is expected to adversely affect the using, making, importing, exporting, offering for sale Development or selling Commercialization of any Product in the FieldProduct, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm Each Party shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, its territory at its own expense as it reasonably determines appropriate, and Aptose the other Party shall have the right to be represented in any such action by counsel of its choice. If Ohm does the Party having first right to enforce decides not to bring such legal action within sixty (60) days after action, it shall so notify the notice provided pursuant to Section 7.4(a), Aptose other Party promptly in writing and the other Party shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory first Party’s territory at its own expense as it reasonably determines appropriate after consultation with the first Party. (c) The enforcing Party shall provide the other Party and its counsel with copies all court filings and material supporting documentation, and, at the request of the other Party, reasonable access to the enforcing Party’s counsel for consultation, provided that, unless the other Party is joined as a party to such action, any counsel retained by the other Party 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 the enforcing Party and at the enforcing Party’s expense. (d) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (de) At the request and expense of the Party bringing the action under Section 7.4(b) aboveaction, 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. . (f) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Cytokinetics Patents, Astellas Patents or Joint Collaboration Patents without the prior written consent of the other Party. (eg) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of [*], provided that if [*], such Remainder remainder shall be retained [*] and [*] in accordance with Section [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Party bringing such actionSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such actionas amended.

Patent Enforcement. (a) Each If any Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Technology or any Trademark within the Product Territory, such Party shall promptly notify the other Parties and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Parties with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm The Company shall have the first right right, but not the duty, to bring and control institute patent or trademark infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent Technology or Joint Patent Trademark in the Territory. If the Company does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any other successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of a Joint Patent in the Territoryreceipt of notice of such paragraph IV certification, at its own expense as it reasonably determines appropriate, and Aptose ERS shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice Third Party; provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall that ERS may not enter into any settlement admitting the invalidity ofsettlement, consent judgment or otherwise impairing the other Party’s rights in, the Aptose Patents voluntary final disposition of such action which adversely effects any Technology or Joint Patents Trademark without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall Company, which will not be first applied against payment of each Party’s unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the “Remainder”other Parties reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, Xxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated. (i) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, 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. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be shared 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. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Party(ies) reasonably informed as to the status of such actions. Any award 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 the 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: seventy-five percent : (75%i) of if ERS and/or BMS has instituted and maintained such Remainder action alone, ERS and/or BMS, as the case may be, shall be retained by entitled to retain such remaining funds; (ii) if the Party bringing Company has instituted and maintained such action alone, the Company 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each If any Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Technology or any Trademark within the Product Territory, such Party shall promptly notify the other Parties and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Parties with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm The Company shall have the first right right, but not the duty, to bring and control institute patent or trademark infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent Technology or Joint Patent Trademark in the Territory. If the Company does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. Section 355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any other successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of a Joint Patent in the Territoryreceipt of notice of such paragraph IV certification, at its own expense as it reasonably determines appropriate, and Aptose ERS shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice Third Party; provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall that ERS may not enter into any settlement admitting the invalidity ofsettlement, consent judgment or otherwise impairing the other Party’s rights in, the Aptose Patents voluntary final disposition of such action which adversely effects any Technology or Joint Patents Trademark without the prior written consent of the Company, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other Partyprofessionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate 44 Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, Xxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated. (ei) Any recoveries resulting from an enforcement if the Company has instituted and maintained such action under Section 7.4(balone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; or 7.4(c(iii) against a Product Infringement if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the Field same proportion as they have agreed to bear the expenses of instituting and maintaining such action. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the Territory development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. Section 355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be first applied against payment of each Party’s unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the “Remainder”other Party(ies) reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be shared applied first to reimburse the 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: seventy-five percent : (75%i) of if ERS and/or BMS has instituted and maintained such Remainder action alone, ERS and/or BMS, as the case may be, shall be retained by entitled to retain such remaining funds; (ii) if the Party bringing Company has instituted and maintained such action alone, the Company 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each As soon as it shall have knowledge thereof, each Party shall notify promptly advise the other promptly after becoming aware Party of any alleged or threatened infringement of the Patents in the Territory by a Third Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with Party. With respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm licensed to SGI exclusively under this Agreement, SGI shall have the first right right, but not the duty, to bring and control institute infringement actions against Third Parties. With respect to any legal action in connection with any Product Infringement of any Aptose Patent that is licensed to SGI partially exclusively or Joint Patent in the Territorynon-exclusively under this Agreement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm BMS shall have the first right right, but not the duty, to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in institute infringement actions against Third Parties; provided, however, that SGI shall have the Field in the Territory right, at its sole discretion, to participate therein at its own expense expense. For so long as it reasonably determines appropriate. (d) At the request SGI shall continue to participate materially in any such action, BMS shall consult with SGI and expense of take into account each Party’s relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If the Party bringing having the action under Section 7.4(b) abovefirst right to institute an infringement proceeding against an offending Third Party does not do so within 90 days after receipt of notice from the other Party, the such other Party shall provide reasonable assistance in connection therewithhave the right, including by executing reasonably appropriate documentsbut not the duty, cooperating in discovery and joining as a party to the action if requiredinstitute such an action. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s The costs and expenses of any such action (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared borne by the Parties in such proportions as follows: seventy-five percent (75%) they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such Remainder shall be retained an infringement action (whether by the Party bringing such action, and twenty-five percent (25%way of settlement or otherwise) of such Remainder shall be paid to the Party not bringing who instituted and maintained such action, or, if both parties instituted and maintained such action, such award shall be allocated among the Parties in proportion to their respective contributions to the costs and expenses incurred in such action.

Patent Enforcement. (a) Each Party shall notify the other promptly after becoming aware of any alleged or threatened infringement by a Third Party of any Aptose PatentAs between DURECT and BioPartners, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm DURECT shall have the first right right, but not the duty, to bring and control institute infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose DURECT Patent Rights or Joint Patent DURECT Technology in the Territory, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm DURECT does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement institute an infringement proceeding against an offending Third Party based on DURECT’s Patent Rights or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent DURECT Technology in the Field in the Territory at its own expense as within [* * *] months after receipt of written notice from BioPartners, BioPartners shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies BioPartners during such four-month period that it reasonably determines appropriate. (d) At the request and expense of the disputes in good faith whether such Third Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, is infringing DURECT Patent Rights or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement DURECT Technology in the Field in the Territory Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be first applied asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then BioPartners may, at its election, initiate an action against payment such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then BioPartners may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs associated with the use of each Party’s the patent counsel. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared borne by the Parties in such proportions as follows: seventy-five percent (75%) they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such Remainder shall be retained an infringement action (whether by the Party bringing such actionway of settlement or otherwise), and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action[* * *].

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Licensed Patents in the Territory and any allegations, Ohm Patent declaratory judgment, opposition, or Joint Patent through similar action or written notices alleging the usinginvalidity, making, importing, exporting, offering for sale unenforceability or selling non-infringement of any Product of the Licensed Patents in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product InfringementTerritory. (b) Ohm As between the Parties, Xxxxxx shall have the first sole right (but not the obligation) to bring and control any legal action in connection with any Product Infringement the infringement of any Aptose Licensed Patent against any actual or Joint Patent suspected infringement by a Third Party product in the Field in the Territory, or the defense of any other infringement of action or proceeding with respect thereto brought by such Third Party (each a Joint Patent in the Territory“Field Infringement”), at its own expense as it reasonably determines appropriate. Medshine shall join, and Aptose shall have the right xxxxxx agrees to be represented in any joined, as a party to the action if Medshine is required by Applicable Law to join as the licensor to pursue such action by counsel of its choice. If Ohm does not bring or to seek additional or alternative damages or injunctive relief against such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriateField Infringement. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) aboveErasca, the other Party Medshine shall provide reasonable assistance in connection therewithwith any Field Infringement, including by executing reasonably appropriate documents, documents and cooperating in discovery and joining as a party to the action if requiredrequired by Applicable Law. In connection with any such proceedingaction, Erasca shall keep Medshine reasonably informed on the Party bringing the status of such action and shall not enter into any settlement admitting the invalidity ofgiving rise to liability of Medshine, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other PartyMedshine. Medshine shall be entitled to separate representation in such legal action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting made by Erasca that results from an enforcement action under Section 7.4(b) enforcing or 7.4(c) defending any Licensed Patent against a Product Field Infringement in the Field in the Territory shall will first be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action[***].

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged suspected, alleged, threatened, or threatened actual infringement by a Third Party of any Aptose Patent, Ohm Patent Licensed Patents or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product Patents in the Field, including any Territory (the “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Territory Infringement”). Each Party also shall promptly notify the other Party if it becomes aware of any suspected, alleged, threatened, or of any alleged or threatened actual infringement by a Third Party of any Joint Patent that is not a Product InfringementPatents outside the Territory. (b) Ohm As between the Parties, (i) Licensee shall have the first right to bring and control any legal action in connection with any Product Territory Infringement within the scope of the exclusive license granted to Licensee in Section 2.1(a) or any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent Field in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60ii) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm Licensor shall have the first right to bring and control any legal action in connection with any Product suspected, alleged, threatened, or actual infringement by a Third Party of any Joint Patents outside the Territory (any such action, an “Infringement Action”) at its own expense and as it reasonably determines appropriate. The other Party shall have the right to be represented in any such Infringement Action by counsel of its choice at its own expense. If the Party having the first right to being an Ohm Patent Infringement Action does not bring such Infringement Action within (i) [***] after the notice provided pursuant to Section 6.4(a) or (ii) [***] before the time limit, if any, set forth in the Field in appropriate Laws for the Territory filing of such actions, whichever comes first, or notifies the other Party of its decision not to bring or continue any Infringement Action, then the other Party shall have the right, but not the obligation, to bring and control such Infringement Action at its own expense as it reasonably determines appropriate. (dc) At the request and expense of the Party bringing the action under Section 7.4(b6.4(b) above, 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. In connection with any such proceeding, the Party bringing the action under Section 6.4(b) shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Licensed Patents or Joint Patents or any of such other Party’s rights in any of its Patent Rights, without the prior written consent of the other PartyParty (not to be unreasonably conditioned, withheld or delayed). (ed) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) Action shall be shared by the Parties as follows: seventy-five percent [***]. (75%e) of Licensor shall have the exclusive right to bring and control any legal action to enforce the Licensed Patents other than an Infringement Action, including any action against any infringement outside the Territory, at its own expense and as it reasonably determines appropriate. Licensor shall have the right to retain all recoveries resulting from such Remainder shall be retained by action to enforce the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such actionLicensed Patents.

Patent Enforcement. (a) Each Party The Parties shall promptly notify the other promptly after becoming aware in writing of any alleged or threatened infringement by a Third Party third party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling Subject IP of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm which they become aware. GENAERA shall have the first right to bring institute and control any legal action prosecute, at its sole expense, actions, lawsuits and proceedings against all third parties that infringe, or appear to infringe, the Subject IP with respect to the Product in the Field. The Parties shall reasonably cooperate with each other in all such suits and actions. After reimbursement of the Parties’ costs and expenses incurred in connection with such suits and actions, the Parties shall evenly share in any and all items that may be received, collected or recovered in any such suit or action, whether by judgment, settlement or otherwise. If GENAERA elects not to bring or maintain any such action, suit or proceeding, within one hundred and eighty days (180) days after becoming aware of a material, likely infringement of the Subject IP with respect to the Product Infringement of any Aptose Patent or Joint Patent in the TerritoryField, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose MACROCHEM shall have the right to be represented in any maintain at its sole expense such action by counsel action, suit or proceeding with the reasonable cooperation of its choice. If Ohm does not bring GENAERA (at MACROCHEM’s sole expense for such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(acooperation, including joining GENAERA as a party plaintiff, if necessary), Aptose shall have and after reimbursement of the right to bring Parties’ costs and control any legal action expenses incurred in connection with such Product Infringement suits and actions MACROCHEM shall be entitled to retain any and all items that may be received, collected or other infringement of recovered in any such suit or action, whether by judgment, settlement or otherwise, provided that all such amounts shall be treated as sublicense royalties for which a Joint Patent in the Territory payment shall be owed to GENAERA pursuant to Section 3.1(d)(i). GENAERA shall have sole control over instituting and prosecuting, at its own expense as it reasonably determines appropriate. (c) Ohm shall have sole expense, all actions, lawsuits and proceedings against third parties that infringe, or appear to infringe, the first right to bring and control any legal action in connection with any Product Infringement Subject IP outside of an Ohm Patent in the Field in or within the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party Field that do not relate to the action if required. In connection with Product, and GENAERA shall retain any and all items that may be received, collected or recovered in any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, suit or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such actionwhether by judgment, settlement or otherwise.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Licensed Technology within the Product Territory, such Party shall promptly notify the other Party and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Party with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm Medistem shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent Licensed Technology in the Territory. If Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Licensee shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing instituting the action under Section 7.4(b) aboveaction, or, if the other Party shall provide reasonable assistance Parties elect to cooperate in connection therewithinstituting and maintaining such action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (the “Remainder”including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be shared 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: seventy-five percent : (75%i) of if Medistem has instituted and maintained such Remainder action alone, Medistem shall be retained by entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds, but shall pay Medistem a royalty thereon, at the Party bringing applicable rate for the country in which such action takes place, as if such remaining funds constituted Gross Revenues; 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each If any Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Technology or any Trademark within the Product Territory, such Party shall promptly notify the other Parties and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Parties with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm The Company shall have the first right right, but not the duty, to bring and control institute patent or trademark infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent Technology or Joint Patent Trademark in the Territory. If the Company does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any other successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of a Joint Patent in the Territoryreceipt of notice of such paragraph IV certification, at its own expense as it reasonably determines appropriate, and Aptose ERS shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice Third Party; provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall that ERS may not enter into any settlement admitting the invalidity ofsettlement, consent judgment or otherwise impairing the other Party’s rights in, the Aptose Patents voluntary final disposition of such action which adversely effects any Technology or Joint Patents Trademark without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall Company, which will not be first applied against payment of each Party’s unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the “Remainder”other Parties reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Confidential treatment requested by Xxxxxxx-Xxxxx Squibb Company, Xxxxxxx-Xxxxx Squibb Biologics Company and ImClone Systems Incorporated. (i) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, 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. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be shared 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 follows: seventy-five percent (75%they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such Remainder actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Party(ies) reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be retained by applied first to reimburse the Party bringing Parties for all costs and expenses incurred by (i) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; (ii) if the Company has instituted and maintained such action alone, the Company 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each Party shall notify the other promptly after becoming If a party becomes aware of any alleged Third Party’s manufacture, use, sale, offer for sale or threatened infringement import of a product that is competitive with a Companion Diagnostic and such party believes or suspects that such Third Party’s activities infringe, or may infringe, any Group 2 Patent, including the filing by a any Third Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” certification filed in under the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product Drug Price Competition and Field or similar provisions in other jurisdictions Patent Term Restoration Act of 1984 (collectively collectively, “Product Competitive Infringement”), or such party shall promptly notify the other party in writing thereof, including the identity of any alleged or threatened infringement by a such Third Party (the “Infringer”), which notice shall set forth in reasonable detail the facts and circumstances of any Joint Patent such activities that is not a Product Infringement. (b) Ohm shall have are known to such party. To the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in maximum extent permitted by the TerritoryPenn Agreement, or any other infringement of a Joint Patent in the TerritoryCelladon, at its own expense as it reasonably determines appropriatesole expense, and Aptose shall have the right to be represented in determine the appropriate course of action to enforce Group 2 Patents against the Infringer or otherwise xxxxx the Competitive Infringement, to take (or refrain from taking) appropriate action to enforce Group 2 Patents against the Infringer, to defend any declaratory judgments by an Infringer seeking to invalidate or hold the Group 2 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 by counsel with respect to Group 2 Patents, in each case in Celladon’s own name and, if necessary for standing purposes, in the name of its choiceAmpliPhi and shall consider, in good faith, the interests of AmpliPhi in so doing. If Ohm Celladon does not bring such legal action not, within sixty one hundred twenty (60120) days after of receipt of notice from AmpliPhi, xxxxx the notice provided pursuant Competitive Infringement or file suit to Section 7.4(a)enforce the Group 2 Patents against the Infringer, Aptose AmpliPhi shall have the right to bring and control any legal take whatever action in connection with such Product Infringement or other infringement of a Joint Patent in it deems appropriate to enforce the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a Group 2 Patents. The party to the action if required. In connection with controlling any such proceeding, the Party bringing the enforcement action shall not enter into any settlement admitting settle the invalidity of, action or otherwise impairing consent to an adverse judgment in such action that diminishes the other Party’s rights in, or interests of the Aptose Patents or Joint Patents non-controlling party without the prior written consent of the other Party. (e) Any party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Group 2 Patents shall first be applied to reimburse each party, and, if applicable, Penn, for their respective litigation expenditures, with remaining recoveries resulting from an enforcement action being subject to Celladon’s payment obligations under Section 7.4(b) or 7.4(c) against a Product Infringement in 3.2 to the Field in extent required by the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b)Penn Agreement, after which any recoveries in excess of such costs and expenses (the “Remainder”) remaining recovery shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid parties in relation to the Party not bringing such actiondamages suffered by each party.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Licensed Technology within the Product Territory, such Party shall promptly notify the other Party and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Party with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm Medistem shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent Licensed Technology in the Territory. If Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Licensee shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing instituting the action under Section 7.4(b) aboveaction, or, if the other Party shall provide reasonable assistance Parties elect to cooperate in connection therewithinstituting and maintaining such action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (the “Remainder”including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be shared 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: seventy-five percent : (75%i) of if Medistem has instituted and maintained such Remainder action alone, Medistem shall be retained by entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds; or (iii) if the Party bringing 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) As soon as it shall have knowledge thereof, Alteon shall promptly advise Genentech of any infringement of the Licensed Patents in the Territory by a Third Party. Alteon shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Patent under this Agreement. If Alteon does not institute an infringement proceeding against an offending Third Party within ninety (90) days after receipt of notice from Genentech, Genentech shall have the right, but not the duty, to institute such an action. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by each Party to the extent of their participation therein, 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. Each Party shall notify execute all necessary and proper documents and take such actions as shall be appropriate to allow the other promptly after becoming aware of any alleged or threatened Party to institute and prosecute such infringement by a Third Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementactions. (b) Ohm shall have In any infringement suit either Party may institute to enforce any Licensed Patents pursuant to this Agreement, the first right to bring other Party shall, at the request of the Party initiating such suit, reasonably cooperate, including making available relevant records, papers, information, samples, specimens, and control any legal action the like. All reasonable out-of-pocket costs incurred in connection with any Product Infringement of any Aptose Patent or Joint Patent in rendering cooperation requested hereunder shall be paid by the Territory, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriateParty requesting cooperation. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including Any award paid by executing reasonably appropriate documents, cooperating in discovery and joining Third Parties as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess result of such costs and expenses an infringement action (the “Remainder”whether by way of settlement or otherwise) shall be shared by each Party to the extent of their participation therein, or, if the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing have elected to cooperate in instituting and maintaining such action, and twenty-five percent (25%) of in such Remainder shall be paid to proportions as the Party not bringing such actionthey may agree on in writing.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the ADCT Patents, Ohm Patent which infringement adversely affects or Joint Patent through is expected to adversely affect the usingProducts in the Field in the Territory, makingand any related declaratory judgment, importingopposition, exportingor similar action alleging the invalidity, offering for sale unenforceability or selling non-infringement of any Product of the ADCT Patents in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions Territory (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant Subject to Section 7.4(a)9.5, Aptose shall have as between the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriateParties, [**]. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the an action under Section 7.4(b) above9.3(b), 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 requiredrequired by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the Aptose Patents or Joint ADCT Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing enforcing Party, provided that if NewCo is the enforcing Party, then such actionexcess recoveries shall be deemed Net Sales of the Products and subject to royalty payment under Section 8.2. (e) ADCT shall have the exclusive right to bring and control any legal action to enforce the ADCT Patents against any infringement that is not a Product Infringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and twenty-five percent (25%) of such Remainder shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Cytokinetics Patents, Ohm Patent which infringement adversely affects or Joint Patent through is expected to adversely affect the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed Field in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product Territory, and Field any related declaratory judgment, opposition, or similar provisions action alleging the invalidity, unenforceability or non-infringement of any of the Cytokinetics Patents in other jurisdictions the Territory (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm As between the Parties, Ji Xing shall have the first right to bring and control any legal action in connection with any such Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, Territory at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm Ji Xing does not bring such legal action within sixty (60) days [*] after the notice provided pursuant to Section 7.4(a10.3(a), Aptose Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the an action under Section 7.4(b10.3(b) above, 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 requiredrequired by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non- infringement of, or otherwise impairing the other Party’s rights in, in the Aptose Patents or Joint Cytokinetics Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing enforcing Party, provided that if Ji Xing is the enforcing Party, then such actionexcess recoveries shall be [*]. (e) Cytokinetics shall have the exclusive right to bring and control any legal action to enforce the Cytokinetics Patents against any infringement that is not a Product Infringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and twenty-five percent (25%) of such Remainder shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of such infringement. In addition, Inspire shall promptly notify Genentech in writing when Inspire becomes aware of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of infringement action involving any Product in any country outside the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product InfringementTerritory. (b) Ohm Genentech shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent Licensed Technology in the Territory. If Genentech does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within one hundred eighty (180) days of learning of such infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Inspire shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing instituting the action under Section 7.4(b) aboveaction, or, if the other Party shall provide reasonable assistance Parties elect to cooperate in connection therewithinstituting and maintaining such action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (the “Remainder”whether by way of settlement or otherwise) shall be shared applied first to reimburse both Parties for all costs and expenses incurred by the Parties as follows: seventy-five percent (75%) of with respect to such Remainder action on a pro rata basis and, if after such reimbursement any funds shall be retained by the Party bringing remain from such actionaward, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action[CONFIDENTIAL TREATMENT REQUESTED].

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming aware Party in writing of any alleged existing or threatened infringement of any Licensed Patents by a Third Party, of which such Party of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Fieldbecomes aware, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field declaratory judgment, opposition, or similar provisions in other jurisdictions (collectively “Product Infringement”)action alleging the invalidity, unenforceability or non-infringement of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementthe Licensed Patents. (b) Ohm As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with to enforce the Licensed Patents against any Product Infringement of any Aptose Patent or Joint Patent infringement in the Territory, or any other infringement of a Joint Patent Field in the Territory, Territory at its own Licensee’s cost and expense and as it Licensee reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choiceappropriate after consultation with Licensor. If Ohm Licensee does not to bring such legal action within sixty prior to the earlier of (60i) days [***] after the notice provided pursuant to Section 7.4(a5.3(a), Aptose or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action in connection with to enforce the Licensed Patents against such Product Infringement or other infringement of a Joint Patent in the Territory at its own Licensor’s cost and expense and as it Licensor reasonably determines appropriateappropriate after consultation with Licensee. (c) Ohm At the enforcing Party’s request and expense, the other Party shall provide to the enforcing Party with all reasonable assistance in such enforcement effort, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party reasonably informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) The enforcing Party shall bear all of the costs and expenses incurred in connection with the enforcement of the Licensed Patents under Section 5.3(b). Any recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such enforcement action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amount shall be retained by the enforcing Party, except that if Licensee is the enforcing Party, then the remaining amount shall be deemed Net Sales and subject to royalty payment under Section 4.3. (e) As between the Parties, Licensor shall have the exclusive right to bring and control any legal action to enforce the Licensed Patents against any infringement outside the Territory, at Licensor’s cost and expense and as Licensor reasonably determines appropriate. Licensor shall have the right to retain all recoveries resulting from any action to enforce the Licensed Patents against infringement outside the Territory. (f) As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with to enforce the Licensee Patents against any Product Infringement infringement, at Licensee’s cost and expense and as Licensee reasonably determines appropriate. Licensee shall have the right to retain all recoveries resulting from any action to enforce the Licensee Patents against infringement. If Licensee does not to bring such legal action to enforce the Licensee Patent against any infringement outside the Territory prior to the earlier of an Ohm Patent (i) within [***] after receiving a notice of such infringement, or (ii) [***] before the deadline, if any, set forth in the Field in Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action to enforce the Licensee Patents against such infringement outside the Territory at its own Licensor’s cost and expense and as it Licensor reasonably determines appropriate. (d) At the request appropriate after consultation with Licensee, and expense of the Party bringing the action under Section 7.4(b) above, the other Party Licensor 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. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any retain all recoveries resulting from an such enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action.

Patent Enforcement. (a) Product Infringement of Xenon Patent Rights and Joint Patent Rights. (i) Each Party shall notify the other promptly after becoming aware of (A) any alleged or threatened infringement by a Third Party of any Aptose Patent, Ohm Xenon Patent Right or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the FieldRight, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the any Product and Field or similar provisions in other jurisdictions (collectively a “Patent Certification Notice”), or (B) any declaratory judgment action by a Third Party that is developing or commercializing a Compound or Product alleging the invalidity, unenforceability or non-infringement of any Xenon Patent Right or Joint Patent Right ((A) or (B), “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (bii) Ohm Neurocrine shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, Territory at its own expense and as it reasonably determines appropriate, and Aptose Xenon shall have the right to be represented in any such action by counsel of its choice. If Ohm Neurocrine does not bring such legal action within sixty (60) [†] days after the notice provided pursuant to Section 7.4(a)9.3(a)(i) or in the case of a Patent Certification Notice, Aptose within [†] days of receipt of the same, then upon Neurocrine’s written consent, Xenon shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriateexpense. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (diii) At the request and expense of the Party bringing the action under Section 7.4(b) above9.3(a)(ii), 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. In connection with any such proceeding, the Party bringing the action under Section 9.3(a)(ii) shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents Xenon Patent Rights or Joint Patents Patent Rights without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. (eiv) Any recoveries resulting from an enforcement action under Section 7.4(b9.3(a)(ii) or 7.4(c) against relating to a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by if Neurocrine is the Party bringing such the action, Neurocrine will retain such excess recoveries, which will be deemed Net Sales of the applicable Product subject to royalty payments to Xenon under Section 8.7, and twenty-five percent (25%) if Xenon is the Party bringing the action, Xenon will receive [†] and Neurocrine will receive [†] of such Remainder shall be paid to the Party not bringing such actionexcess recoveries.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Licensed Technology within the Product Territory, such Party shall promptly notify the other Party and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Party with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm Medistem shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent Licensed Technology in the Territory. If Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Licensee shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing instituting the action under Section 7.4(b) aboveaction, or, if the other Party shall provide reasonable assistance Parties elect to cooperate in connection therewithinstituting and maintaining such action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (the “Remainder”including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be shared 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: seventy-five percent : (75%i) of if Medistem has instituted and maintained such Remainder action alone, Medistem shall be retained by entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds, but shall pay Medistem a royalty thereon as if such remaining funds constituted Net Revenues; or (iii) if the Party bringing 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patent, Ohm Patent or Joint Patent of the Licensed Patents through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementantibody-drug conjugates. (b) Ohm For infringement of any ADC Patent that claims an ADC that is selected by a Party for further Development, the Licensee of such ADC shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose to enforce such ADC Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, at its own expense and as it reasonably determines appropriate, and Aptose . Licensor shall have the right to be represented in any such action by counsel of its choicechoice at its own expense. If Ohm Licensee does not to bring such legal action within sixty (60) days [***] after the notice provided pursuant to Section 7.4(a6.3(a), Aptose Licensor shall have the right to bring and control any legal action in connection with to enforce such Product Infringement or other infringement of a Joint ADC Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b6.3(b) above, 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. In connection with any such proceeding, the Party bringing the action under Section 6.3(b) shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents ADC Patent without the prior written consent of the other Party. (ed) Any recoveries resulting from an enforcement action under Section 7.4(b6.3(b) or 7.4(c) against a Product Infringement in to enforce the Field in the Territory ADC Patents shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the enforcing Party; provided however that if the enforcing Party bringing is Licensee, then such actionexcess recovery shall be deemed Net Sales and subject to royalty payment under Section 5.4. (e) As between the Parties, PHP shall have the exclusive right to bring and control any legal action to enforce its Licensed Patents that relates solely to the Drug and method for the conjugation of the Drug to antibodies, and twenty-five percent (25%) of Immunome shall have the exclusive right to bring and control any legal action to enforce its Licensed Patents that related solely to its antibody discovery platform, in each case at such Remainder Party’s own expense and as such Party reasonably determines appropriate, and such Party shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) 10.3.1 Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged suspected, threatened, or threatened actual infringement by a Third Party of any Aptose Patentof the Licensed Patents, Ohm Patent which infringement adversely affects or Joint Patent through could reasonably be expected to adversely affect the usingLicensed Products in the Territory, makingor any declaratory judgment, importingopposition, exportingor similar action alleging the invalidity, offering for sale unenforceability or selling non-infringement of any Product of the Licensed Patents in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions Territory (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm 10.3.2 As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with any such Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, Territory at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm Licensee does not bring such legal action or take any other reasonable action within sixty (60) days [***] after the notice provided pursuant to Section 7.4(a10.3.1 (or such shorter time period as may be required to avoid material prejudice to such action), Aptose then ReViral shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) 10.3.3 At the request and expense of the Party bringing the an action under this Section 7.4(b) above10.3, 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 requiredrequired by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the Aptose Patents or Joint Licensed Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (e) 10.3.4 Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such actionenforcing Party, provided that, [***]. 10.3.5 ReViral shall have the exclusive right to bring and control any legal action to enforce the Licensed Patents against any infringement that is not a Product Infringement or that is outside the Territory, in each case, at its own expense and as it reasonably determines appropriate, and twenty-five percent (25%) of such Remainder shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) Each 7.3.1 If either Party shall notify the other promptly after becoming aware learns of any alleged an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "Infringement") by a Third Party with respect to Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such Infringement. 7.3.2 Merck shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Merck does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within one hundred eighty (180) days of learning of such Infringement, deCODE shall have the right, but not the duty, to institute such an action with respect to any Infringement by such Third Party. The costs and expenses of any Aptose Patentsuch action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, Ohm Patent 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. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or Joint Patent through otherwise) shall be applied first to reimburse both Parties for one hundred ten percent (110%) of all costs and expenses incurred by the usingParties with respect to such action on a pro rata basis and, makingif after such reimbursement any funds shall remain from such award, importingMerck shall be entitled to retain same; provided, exportinghowever, offering that such remaining funds shall be deemed to constitute Net Sales for sale or selling purposes of this Agreement, and Merck shall be obligated to pay the royalty due and owing under this Agreement with respect thereto. 7.3.3 deCODE shall inform Merck of any Product certification regarding any Patents and Collaboration Patents it has received pursuant to either 21 U.S.C. Sections 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions or any similar provisions in a country in the Field, including any “patent certification” filed in Territory other than the United States under 21 U.S.C. §355(b)(2and shall provide Merck with a copy of such certification within five (5) or 21 U.S.C. §355(j)(2) days of receipt. deCODE's and Merck's rights with respect to the Product initiation and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or prosecution of any alleged legal action as a result of such certification or threatened infringement by any recovery obtained as a Third Party result of any Joint Patent that is not a Product Infringement. (b) Ohm such legal action shall have the be as defined in Sections 7.3.2 hereof; provided, however, deCODE shall exercise its first right to bring initiate and control prosecute any legal action in connection with any Product Infringement and shall inform Merck of any Aptose Patent or Joint Patent in such decision within ten (10) days of receipt of the Territorycertification, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose after which time Merck shall have the right to be represented in any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring initiate and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing prosecute such action.

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Licensed Patents in the Territory, Ohm Patent and any related declaratory judgment, opposition, or Joint Patent through similar action alleging the usinginvalidity, making, importing, exporting, offering for sale unenforceability or selling non-infringement of any Product of the Licensed Patents in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product InfringementTerritory. (b) Ohm As between the Parties, Xx Xxxx shall have the first right (but not the obligation) to bring and control any legal action in connection with any Product Infringement infringement of any Aptose Patent or Joint Patent the Licensed Patents in the Territory, or any other infringement of a Joint Patent Territory with respect the [***] in the TerritoryField in the Territory (a “Product Infringement”), at its Xx Xxxx’s own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm Xx Xxxx does not bring such legal action within sixty (60) days [***] after the notice provided pursuant to Section 7.4(a9.3(a), Aptose Xxxx shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory Territory, at its Xxxx’x own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the an action under Section 7.4(b9.3(b) above, 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 requiredrequired by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the Aptose Patents or Joint Licensed Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing enforcing Party, provided that if Xx Xxxx is the enforcing Party, then such actionexcess recoveries shall be [***]. (e) Xxxx shall have the exclusive right to bring and control any legal action to enforce the Licensed Patents against any infringement that is not a Product Infringement, at Xxxx’x own expense and as it reasonably determines appropriate, and twenty-five percent (25%) of such Remainder shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Licensed Technology within the Product Territory, such Party shall promptly notify the other Party and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Party with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm Medistem shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent Licensed Technology in the Territory. If Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Licensee shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action by counsel (including fees of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring attorneys and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”professionals) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained borne by the Party bringing instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs (i) if Medistem has instituted and twenty-five percent (25%) of maintained such Remainder action alone, Medistem shall be paid entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds, but shall pay Medistem a royalty thereon, at the Party not bringing applicable rate for the country in which such action takes place, as if such remaining funds constituted Net Sales; 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.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Licensed Technology within the Product Territory, such Party shall promptly notify the other Party and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Party with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm Inspire shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent Licensed Technology in the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Kirin shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing instituting the action under Section 7.4(b) aboveaction, or, if the other Party shall provide reasonable assistance Parties elect to cooperate in connection therewithinstituting and maintaining such action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (the “Remainder”including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be shared applied first to reimburse both Parties for all costs and expenses (including fees of attorneys and other professionals) 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: seventy-five percent : (75%i) of if Inspire has instituted and maintained such Remainder action alone, Inspire shall be retained by entitled to retain such remaining funds; (ii) if Kirin has instituted and maintained such action alone, Kirin shall be entitled to retain such remaining funds; or (iii) if the Party bringing 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each Party shall notify promptly report in writing to the other promptly after becoming aware Party during the term of this Agreement any: (i) known infringement, suspected infringement, unauthorized use or misappropriation of any alleged or threatened infringement of the Patents in the Field in the Territory by a Third Party of any Aptose Patentwhich it becomes aware, Ohm Patent and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or Joint Patent through the usingunauthorized use or misappropriation. Within 60 days after Scynexis becomes, makingor is made, importing, exporting, offering for sale or selling aware of any Product of the foregoing, it shall advise Waterstone in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2writing that (i) Scynexis has elected to initiate proceedings or 21 U.S.C. §355(j)(2(ii) with respect Scynexis will not initiate proceedings. The inability of Scynexis to the Product and Field decide on a course of action within such 60 day period shall for purposes of this Agreement be deemed a decision not to initiate an infringement or similar provisions in other jurisdictions (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementappropriate suit. (b) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement Within ninety (90) days after Scynexis becomes, or is made, aware of any Aptose Patent infringement, suspected infringement or Joint Patent unauthorized use or misappropriation by a Third Party in the Field in the Territory, as provided in paragraph (a) above, and provided that Scynexis shall have advised Waterstone, within the sixty day period provided in paragraph (a) above of its decision to file suit, Scynexis shall initiate an infringement or any other infringement of a Joint Patent appropriate suit anywhere in the Territoryworld against such Third Party. Scynexis shall provide Waterstone with an opportunity to make suggestions and comments regarding such suit and shall promptly notify Waterstone of the commencement of such suit. Scynexis shall keep Waterstone promptly informed of, and shall from time to time consult with Waterstone regarding the status of any such suit and shall provide Waterstone with copies of all documents filed in, and all written communications relating to, such suit. Scynexis shall select counsel who shall be reasonably acceptable to Waterstone. Scynexis shall, except as provided below, pay all expenses of the suit, including, without limitation, attorneys’ fees and court costs. If necessary, Waterstone shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit; provided, however, Waterstone shall have the right to participate and be represented in any suit by its own counsel at its own expense. Scynexis shall not settle any such suit involving rights of Waterstone without obtaining the prior written consent of Waterstone, which consent shall not be unreasonably withheld. (c) In the event that Scynexis does not inform Waterstone of its intent to initiate an infringement or other appropriate suit within the 60-day period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the 90-day period provided in paragraph (b) above, Waterstone shall have the right, but not the duty, at its own expense expense, to initiate an infringement or other appropriate suit. In exercising its rights pursuant to this paragraph (c), Waterstone shall have the sole and exclusive right to select counsel and shall pay all expenses of the suit, including without limitation attorneys’ fees and court costs. If necessary, Scynexis shall join as it reasonably determines appropriatea party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or being the holder of any patent at issue or being the owner or licensor of any Patents at issue. At Waterstone’s request, and Aptose Scynexis shall offer reasonable assistance to Waterstone in connection therewith at no charge except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Without limiting the generality of the preceding sentence, Scynexis shall cooperate fully in order to enable Waterstone to institute any action hereunder. Scynexis shall have the right to be represented in any such action suit by its own counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense expense. [*] = 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 the Securities Exchange Act of 1934, as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriateamended. (d) At the request Any recovery obtained by either or both Scynexis and expense Waterstone in connection with or as a result of any action contemplated by this Section 8.3, whether by settlement or otherwise, shall be shared in order as follows: (i) the Party bringing which initiated and prosecuted the action under Section 7.4(bshall recoup all of its costs and expenses incurred in connection with the action; (ii) above, the other Party shall provide reasonable assistance in connection therewiththen, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceedingextent possible, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s recover its costs and expenses incurred in connection therewith. For an enforcement action under Section 7.4(b), with the action; and (iii) the amount of any recoveries in excess of such costs and expenses (the “Remainder”) recovery remaining shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing such action, and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such actionthen [*].

Patent Enforcement. (a) Each Party shall promptly notify the other promptly after becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Cytokinetics Patents, Ohm Patent which infringement adversely affects or Joint Patent through is expected to adversely affect the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed Field in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product Territory, and Field any related declaratory judgment, opposition, or similar provisions action alleging the invalidity, unenforceability or non-infringement of any of the Cytokinetics Patents in other jurisdictions the Territory (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm As between the Parties, Ji Xing shall have the first right to bring and control any legal action in connection with any such Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, Territory at its own expense as it reasonably determines appropriate, and Aptose shall have the right to be represented in any such action by counsel of its choice. If Ohm Ji Xing does not bring such legal action within sixty (60) days [*] after the notice provided pursuant to Section 7.4(a10.3(a), Aptose Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the an action under Section 7.4(b10.3(b) above, 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 requiredrequired by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the Aptose Patents or Joint Cytokinetics Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of such Remainder shall be retained by the Party bringing enforcing Party, provided that if Ji Xing is the enforcing Party, then such actionexcess recoveries shall be [*]. (e) Cytokinetics shall have the exclusive right to bring and control any legal action to enforce the Cytokinetics Patents against any infringement that is not a Product Infringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and twenty-five percent (25%) of such Remainder shall be paid have the right to the Party not bringing such actionretain all recoveries.

Patent Enforcement. (a) Each If any Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Technology or any Trademark within the Product Territory, such Party shall promptly notify the other Parties and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Parties with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm The Company shall have the first right right, but not the duty, to bring and control institute patent or trademark infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent Technology or Joint Patent Trademark in the Territory. If the Company does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any other successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of a Joint Patent in the Territoryreceipt of notice of such paragraph IV certification, at its own expense as it reasonably determines appropriate, and Aptose ERS shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice Third Party; provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, 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. In connection with any such proceeding, the Party bringing the action shall that ERS may not enter into any settlement admitting the invalidity ofsettlement, consent judgment or otherwise impairing the other Party’s rights in, the Aptose Patents voluntary final disposition of such action which adversely effects any Technology or Joint Patents Trademark without the prior written consent of the other Party. (e) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall Company, which will not be first applied against payment of each Party’s unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. For an enforcement action under Section 7.4(b)instituting and maintaining such action, any recoveries in excess of such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the “Remainder”other Parties reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Confidential treatment requested by Bristol-Myers Squibb Company, Bristol-Myers Squibb Biologics Xxxxxxx xxx XmClone Systems Incorpxxxxxx. (i) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, 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. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be shared 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. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Party(ies) reasonably informed as to the status of such actions. Any award 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 the 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: seventy-five percent : (75%i) of if ERS and/or BMS has instituted and maintained such Remainder action alone, ERS and/or BMS, as the case may be, shall be retained by entitled to retain such remaining funds; (ii) if the Party bringing Company has instituted and maintained such action alone, the Company 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each If either Party shall notify the other promptly after becoming aware learns of any alleged 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 of any Aptose Patent, Ohm Patent or Joint Patent through the using, making, importing, exporting, offering for sale or selling of any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to any Warp Technology within the Product Territory, such Party shall promptly notify the other Party and Field or similar provisions in shall provide such other jurisdictions (collectively “Product Infringement”), or Party with available evidence of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementsuch infringement. (b) Ohm Genesis shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the TerritoryPatent, Technology or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose Improvement owned solely by Genesis. SVI shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Improvement owned solely by SVI. Both Parties shall have the right, but not the duty, to institute patent infringement actions against Third Parties based on any Joint Improvement owned by Genesis and SVI. If the Party with the first right does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement the other party shall have the right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choicethe 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. If Ohm does not bring Each Party shall execute all necessary and proper documents, take such legal action within sixty (60) days after actions as shall be appropriate to allow the notice provided pursuant other Party to Section 7.4(a), Aptose institute and prosecute such infringement actions and shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent otherwise cooperate in the Territory at its own expense institution and prosecution of such actions (including, without limitation, consenting to being named as it reasonably determines appropriatea nominal party thereto). (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the action under Section 7.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including Any award paid by executing reasonably appropriate documents, cooperating in discovery and joining Third Parties as a party to the result of such an infringement action if required. In connection with any such proceeding, the Party bringing the action shall not enter into any (whether by way of settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Party. (eotherwise) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be applied first applied against payment of each Party’s to reimburse both Parties for all costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) shall be shared 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: seventy-five percent : (75%i) of if Genesis has instituted and maintained such Remainder action alone, Genesis shall be retained by entitled to retain such remaining funds; (ii) if SVI has instituted and maintained such action alone, SVI shall be entitled to retain such remaining funds; or (iii) if the Party bringing 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 twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing maintaining such action.

Patent Enforcement. (a) Each Party shall notify the other promptly after within [*] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any Aptose Patentof the Cytokinetics Patents, Ohm Patent Astellas Patents or Joint Patent through Collaboration Patents, which infringement adversely affects or is expected to adversely affect the using, making, importing, exporting, offering for sale Development or selling Commercialization of any Product in the FieldProduct, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) Ohm Each Party shall have the first right to bring and control any legal action in connection with any Product Infringement of any Aptose Patent or Joint Patent in the Territory, or any other infringement of a Joint Patent in the Territory, its territory at its own expense as it reasonably determines appropriate, and Aptose the other Party shall have the right to be represented in any such action by counsel of its choice. If Ohm does the Party having first right to enforce decides not to bring such legal action within sixty (60) days after action, it shall so notify the notice provided pursuant to Section 7.4(a), Aptose other Party promptly in writing and the other Party shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory first Party’s territory at its own expense as it reasonably determines appropriate after consultation with the first Party. (c) The enforcing Party shall provide the other Party and its counsel with copies all court filings and material supporting documentation, and, at the request of the other Party, reasonable access to the enforcing Party’s counsel for consultation, provided that, unless the other Party is joined as a party to such action, any counsel retained by the other Party 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 the enforcing Party and at the enforcing Party’s expense. [*] = 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 the Securities Exchange Act of 1934, as amended. (d) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (de) At the request and expense of the Party bringing the action under Section 7.4(b) aboveaction, 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. . (f) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Cytokinetics Patents, Astellas Patents or Joint Collaboration Patents without the prior written consent of the other Party. (eg) Any recoveries resulting from an enforcement action under Section 7.4(b) or 7.4(c) against relating to a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b), any Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by the Parties as follows: seventy-five percent (75%) of [*], provided that if [*], such Remainder remainder shall be retained by the Party bringing such action, [*] and twenty-five percent (25%) of such Remainder shall be paid to the Party not bringing such action[*] in accordance with Section [*].

Patent Enforcement. (a) Each Party shall notify the other promptly after becoming such Party becomes aware of any alleged or threatened infringement of any Patent in any country in the Territory. If any of the Patents under which SB holds a license hereunder is infringed by a Third Party, SB shall have the right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of MEDIMMUNE and/or in the name of SB, and to join MEDIMMUNE as a party plaintiff if required. SB shall promptly notify MEDIMMUNE of any Aptose Patent, Ohm Patent or Joint Patent through such infringement and shall keep MEDIMMUNE informed as to the using, making, importing, exporting, offering for sale or selling prosecution of any Product action for such infringement. SB shall have the full control over the conduct of the litigation including settlement thereof provided, however, that SB shall make no decision, including, but not limited to, settlement which adversely affects the validity or enforceability of the MEDIMMUNE Patents without the written consent of MEDIMMUNE. It is understood that in the Fieldcase of MEDIMMUNE Patents sublicensed to SB, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2rights of this Section 9.3(a) or 21 U.S.C. §355(j)(2) with respect are subject to the Product terms and Field or similar provisions in other jurisdictions (collectively “Product Infringement”), or restrictions of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringementthe Agreement(s) between MEDIMMUNE and its licensors. (b) Ohm shall have In the first right to bring and control any legal action in connection with any Product Infringement event that SB does not institute an infringement proceeding against an offending Third Party within 90 days after becoming aware or receiving notice of any Aptose Patent or Joint Patent in the Territoryalleged infringement, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and Aptose then MEDIMMUNE shall have the right and option, but not the obligation, to be represented in institute such an (PAGE 19) action and to retain any such action by counsel of its choice. If Ohm does not bring such legal action within sixty (60) days after the notice provided pursuant to Section 7.4(a), Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Territory at its own expense as it reasonably determines appropriaterecovered damages. (c) Ohm shall In any infringement suit either Party may institute to enforce any Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, 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 first right to bring and control any legal action like. All reasonable out-of-pocket costs incurred in connection with any Product Infringement of an Ohm Patent in rendering cooperation requested hereunder shall be paid by the Field in the Territory at its own expense as it reasonably determines appropriateParty requesting cooperation. (d) At the request The costs and expense expenses of any action instituted pursuant to this Section 9.3 (including reasonable fees of attorneys and other professionals) shall be borne by the Party bringing instituting the action under Section 7.4(b) aboveaction, 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. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery to institute and joining as a party prosecute such infringement actions (if such other Party has the right to the action if required. In connection with any institute and prosecute such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Aptose Patents or Joint Patents without the prior written consent of the other Partyinfringement actions pursuant to this Section 9.3). (e) Any recoveries resulting from an In the event that either Party shall undertake the enforcement action under Section 7.4(b) or 7.4(c) against a Product Infringement in the Field in the Territory shall be first applied against payment and/or defense of each Party’s costs and expenses in connection therewith. For an enforcement action under Section 7.4(b)any Patent, any recoveries in excess award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such costs and expenses an infringement action (the “Remainder”whether by way of settlement or otherwise) shall be shared by the Parties applied as follows: seventy-five percent (75%i) first, to reimbursement of such Remainder shall be retained each Party for all expenses incurred by the Party bringing each in connection with such action, on a pro rata basis, and twenty-five percent (25%ii) of such Remainder second, any remaining balance shall be paid allocated to the Party undertaking the action, except that such amount shall be deemed to be Net Sales hereunder, for which MEDIMMUNE shall be entitled to receive a royalty as provided in this Agreement. (f) SB shall not bringing have the right to settle or compromise any such actionaction in a manner which adversely affects MEDIMMUNE Patents without the written consent of MEDIMMUNE. (g) SB at its sole discretion may decide to enter into a license agreement with any Third Party pertaining to HPV Vaccines in order to avoid an (alleged) infringement of Third Party patents. In case both parties deem it necessary to acquire additional technology, the Steering Committee will decide on entering into license agreements with Third Parties.