Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of the other Party 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 or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third Parties.

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX ICN shall have the right, but not the obligation first right to institute, prosecute bring and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have any patent claiming or otherwise related to the rightuse, but not the obligation, to institute, prosecute manufacture or sale of Products at its own expense and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party Metabasis shall have the right right, at its own expense, to be represented in any such action by counsel of its own choice choice. If ICN fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Metabasis shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and ICN shall have the right, at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment be represented in any such action which would have by counsel of its own choice. In the event 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 or proceedingan infringement action, the other Party agrees shall cooperate fully, including if required to be joined as bring such action, the furnishing of a power of attorney. Any settlement or other action by a Party plaintiff if necessary which requires payment or other action by the other Party, subjects the other Party to prosecute liability or otherwise adversely affects the other Party will require the other Party's prior written consent, which will not be unreasonably withheld or delayed. The Party which actually brings the action shall be entitled to any damage award and other recoveries resulting therefrom, provided that to give the first Party reasonable assistance and authority to file and prosecute extent that any such damage award or other recovery realized by ICN constitutes compensation for lost sales, the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement excess of such rights discussed in award or recovery, net of the litigation and related expenses of obtaining such award or recovery, shall be treated as Net Sales hereunder with respect to which royalties shall be payable pursuant to Section 4.3 of this section and retain for its own account any amounts received from Third PartiesAgreement.

Patent Enforcement. In (a) Each Party shall notify the event either Party becomes other within [*] of becoming aware of any interferencealleged or threatened infringement by a Third Party of any of the Licensed Patents, which infringement adversely affects or is expected to adversely affect any Licensed Product in the Field in the Territory, and any related declaratory judgment, opposition, or request for reexaminationsimilar action alleging the invalidity, unenforceability or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware non-infringement of any possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have Licensed Patents in the rightTerritory (collectively “Product Infringement”). (b) As between the Parties, but not Zai has the obligation first right to institute, prosecute bring and control any legal action or proceeding in connection with respect such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. If Zai does not bring such legal action within [*] after the notice provided pursuant to infringement of patents within SGX Background Technology. Roche shall have the rightSection 13.3(a), but not the obligation, to institute, prosecute Entasis may bring and control any legal action or proceeding in connection with respect to infringement such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. (c) At the request and expense of patents within Roche Background Technology or compounds within Early Lead Series'. If a the Party given the right to enforce a patent pursuant to this Section fails to bring bringing an action or proceeding, or take other actions (e.g., commence settlement discussionsunder Section 13.3(b) against a suspected infringer within a period of ninety (90) days after having notice of such infringementabove, the other Party shall have 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 by Applicable Law to pursue such action. In connection with any such enforcement action, the Party bringing the action shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in the Licensed Patents without the prior written consent of the other Party. (d) Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses shall be retained by the enforcing Party, provided that if Zai is the enforcing Party, then such excess recoveries shall be deemed Net Sales of Licensed Products and subject to royalty payment in Article 9. (e) Entasis has the exclusive right to bring and control an any legal action to enforce the Licensed Patents against such infringer by counsel of its own choiceany infringement that is not a Product Infringement or is outside the Territory, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice each case at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of the other Party in so doingexpense and as it reasonably determines appropriate, 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 or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and may retain for its own account any amounts received from Third Partiesall recoveries.

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it Each party shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware in writing of any possible alleged or threatened infringement of a any patent filed included in accordance with Section 5.2(athe Licensed Patents or the Program Patents of which such party becomes aware. (a) With respect to any infringement of any patent included in the Licensed Patents or 5.2(b) or misappropriation of an invention within the CollaborationProgram Patents, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX Company shall have the first right, but not the obligation obligation, to institute, prosecute bring and control any action or proceeding with respect to such infringement of patents within SGX Background Technology. Roche shall have the right, but not the obligation, to institute, prosecute at its own expense and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party Licensor shall have the right right, at its own expense, to be represented in any such action by counsel of its own choice choice. If Company fails to bring an action or proceeding within (A) [***] days following the notice of alleged infringement or (B) [***] days before the time limit, if any, set forth in the applicable laws and regulations for the filing of such actions, whichever comes first, Licensor shall have the right to bring and control any action or proceeding with respect to such infringement at its own expense and by counsel of its own choice, and Company shall have the right, at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment be represented in any such action which would by counsel of its own choice. (b) In the event a party brings an infringement action in accordance with this Section 5.4, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 5.4 in a material adverse effect on manner that diminishes the rights or interests of the other Party party without the prior express written consent of such other Partyparty (which shall not be unreasonably withheld). If one Party brings Except as otherwise agreed to by the parties as part of a cost-sharing arrangement, any such action or proceeding, the other Party agrees to be joined recovery realized as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement result of such rights discussed in litigation, after reimbursement of any litigation expenses of Company and Licensor, shall be retained by the party that brought and controlled such litigation for purposes of this section and retain for its own account Agreement, except that any amounts received from Third Partiesrecovery realized by Company as a result of such litigation, after reimbursement of the parties’ litigation expenses, shall, to the extent attributable to lost sales of Products, be treated as Net Sales of Products by Company.

Patent Enforcement. In the event either Each Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a shall [***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly ] notify the other Party heretoin writing of any actual, and alleged or threatened infringement in the Parties shall agree on Field in the steps Territory of any patent included in the Licensed Technology of which shall be taken to protect the pertinent patent. In the event either such Party becomes aware aware. 9.3.1. With respect to any infringement in the Field in the Territory of any possible infringement patent included in the Licensed Technology, Licensee Improvements and Joint Improvements, Licensee shall, by counsel of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaborationits choice and its sole cost and expenses, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the first right, but not the obligation obligation, to institute, prosecute bring and control any action or proceeding with respect to such infringement as the exclusive licensee in the Field in the Territory and not in the name of patents within SGX Background Technology. Roche Licensor, including, if necessary for standing purposes, as Licensor’s nominee with a special power of attorney from Licensor to Licensee (provided that Licensee shall have the rightconsider, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringementin good faith, the other Party shall have the right to bring and control an action against such infringer by counsel interests of its own choice, and the non-enforcing Party Licensor in so doing). Licensor shall have the right to be represented in any such action by counsel of its own choice at its own expensecosts and expenses. The Party controlling If following Licensor’s written notice or Licensee’s otherwise becoming aware of any such an infringement, Licensee fails to bring an infringement action within (a) [***] following the notice or the awareness or (b) [***] before the time limit, if any, as set forth in the Applicable Laws for the filing of such actions, whichever comes first, Licensor shall have the right to bring an action involving any infringement in the Territory with respect to such infringement, in its own name, at Licensor’s own costs and expense and by counsel of a patent under this Section its own choice. Licensee shall consider in good faith have the interests of the other Party in so doing, and shall not settle or consent right to an adverse judgment be represented in any such action which by counsel of its own choice at its sole costs and expenses. 9.3.2. In the event that a Party brings an infringement action in accordance with this Section 9.43, the other Party will reasonably cooperate as required by, and at the reasonable costs and expenses of the Party bringing the action. Neither Party shall have the right to settle an infringement action under this Section 9.43 in a manner that would have a material adverse effect on diminish the rights or interests of the other Party without the other Party’s prior express written consent consent. Except as otherwise agreed to by the Parties in writing, any recovery as a result of such other Party. If one Party brings any action, after the reimbursement of the Parties’ costs and expenses related to such action or proceedingand the compensation for the Parties’ losses related to such action, in each as demonstrated by competent written evidence, shall be equally shared between the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third Parties.

Patent Enforcement. In (a) If any Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the event either foregoing, an "INFRINGEMENT") by a Third Party becomes aware of with respect to any interferenceTechnology or any Trademark within the Territory, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it such Party shall promptly notify the other Parties and shall provide such other Parties with available evidence of such infringement. (b) The Company shall have the first right, but not the duty, to institute patent or trademark infringement actions against Third Parties based on any Technology or Trademark in the Territory. If the Company does not institute an infringement proceeding against an offending Third Party heretowithin 180 days of learning of such infringement or, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In in the event either that a Third Party becomes aware of files a paragraph IV certification relating to any possible infringement of a patent filed in accordance with Patent pursuant to 21 U.S.C. Section 5.2(a355(j)(2)(A)(vii)(IV) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing Hatch/Waxman Act (or misappropriation activities. SGX any successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, ERS shall have the right, but not the obligation duty, to institute, prosecute and control any institute such an action or proceeding with respect to any infringement by such Third Party; provided that ERS may not enter into any settlement, consent judgment or other voluntary final disposition of patents such action which adversely effects any Technology or 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 professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate 44 Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ 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 SGX Background Technology. Roche 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 obligationduty, to institute, prosecute and control any institute such an action or proceeding with respect to any infringement of patents within Roche Background Technology by such Third Party; provided that the Company may not enter into any settlement, consent judgment or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice voluntary final disposition of such infringementaction which adversely effects any ERS Inventions without the prior written consent of ERS, the other Party shall have the right to bring which will not be unreasonably withheld. The costs and control an action against such infringer by counsel expenses of its own choice, and the non-enforcing Party shall have the right to be represented in any such action (including fees of attorneys and other professionals) shall be borne by counsel of its own choice at its own expensethe 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. The Each Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party in so doing, Party(ies) to institute and prosecute such infringement actions and shall not settle or consent otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to an adverse judgment in being named as a nominal party thereto). Each Party prosecuting any such action which would have a material adverse effect on the rights or interests of infringement actions shall keep the other Party without Party(ies) reasonably informed as to the prior express written consent status of such other Partyactions. If one Party brings any 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 or proceedingon a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: (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 other Party agrees Company shall be entitled to be joined 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 a Party plaintiff if necessary they have agreed to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs expenses of its enforcement of instituting and maintaining such rights discussed in this section and retain for its own account any amounts received from Third Partiesaction.

Patent Enforcement. In the event either (a) Each Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party if it becomes aware of any possible suspected, alleged, threatened, or actual infringement by a Third Party of a patent filed any Licensed Patents or Joint Patents in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it Territory (the “Territory Infringement”). Each Party also shall promptly notify the other Party heretoif it becomes aware of any suspected, providing alleged, threatened, or actual infringement by a written description Third Party of any Joint Patents outside the potentially infringing or misappropriation activities. SGX Territory. (b) As between the Parties, (i) Licensee shall have the right, but not the obligation first right to institute, prosecute bring and control any legal action in connection with any Territory Infringement within the scope of the exclusive license granted to Licensee in Section 2.1(a) or proceeding any Joint Patent in the Field in the Territory, and (ii) Licensor shall have the first right to bring and control any legal action in connection with respect any 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 infringement be represented in any such Infringement Action by counsel of patents its choice at its own expense. If the Party having the first right to being an Infringement Action does not bring such Infringement Action within SGX Background Technology. Roche (i) [***] after the notice provided pursuant to Section 6.4(a) or (ii) [***] before the time limit, if any, set forth in the appropriate Laws for the 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 institute, prosecute bring and control any such Infringement Action at its own expense as it reasonably determines appropriate. (c) At the request and expense of the Party bringing the action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this under Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions6.4(b) against a suspected infringer within a period of ninety (90) days after having notice of such infringementabove, 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 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 Party (not to be unreasonably conditioned, withheld or delayed). (d) Any recoveries resulting from an Infringement Action shall be shared by the Parties as follows: [***]. (e) 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 such infringer by counsel of any infringement outside the Territory, at its own choice, expense and the non-enforcing Party as it reasonably determines appropriate. Licensor shall have the right to be represented in any retain all recoveries resulting from such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith to enforce the interests of the other Party 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 or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third PartiesLicensed Patents.

Patent Enforcement. In (a) Subject to the event either Party becomes aware terms of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b8.3(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX Schering shall have the right, but not the obligation first right to institute, prosecute bring and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have any patent claiming or otherwise related to the right, but not the obligation, to institute, prosecute Licensed Patents and/or Licensed Technology at its own expense and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party Metabasis shall have the right right, at its own expense, to be represented in any such action by counsel of its own choice choice. (b) If Schering determines that in an action under 8.3(a) it may be required to assert one or more Metabasis Patents, it will request Metabasis’ consent to assert such patent or patents. Metabasis, in its sole discretion, may either consent to Schering assertion of such patent or patents or take control of such action at Metabasis’ own expense and by counsel of its own choice, in which case Schering shall have the right, at its own expense, to be represented in such action by counsel of its own choice. The Party controlling Metabasis shall choose to consent or control such action as soon as reasonably practicable, and no later than [***] before any time limit for bringing such action where the request for such consent is made within [***] of such time limit. (c) If Schering fails to bring an action involving or proceeding within (a) [***] following the notice of alleged infringement or (b) [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Metabasis shall have the right to bring and control any infringement such action at its own expense and by counsel of a patent under this Section shall consider in good faith the interests of the other Party in so doingits own choice, and Schering shall not settle or consent have the right, at its own expense, to an adverse judgment be represented in any such action by counsel of its own choice. (d) In the event a Party brings an infringement action, the other Party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Any settlement or other action by a Party which would have requires payment or other action by the other Party, subjects the other Party to liability or otherwise materially adversely affects the other Party (including in the case of Metabasis a material adverse effect on the rights or interests of HepDirect Technology) will require the other Party’s prior written consent, which will not be unreasonably withheld or delayed. (e) The Party without which actually brings the prior express written consent of such action shall be entitled to any damage award and other Party. If one Party brings recoveries resulting therefrom, provided that to the extent that any such action damage award or proceedingother recovery realized by Schering constitutes compensation for lost sales, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third Parties[***].

Patent Enforcement. In (a) Calgene and Monsanto shall each give prompt notice to the event either Party becomes aware other of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any possible infringement of a patent filed in accordance with Section 5.2(athe Patent Rights which may come to its attention; b) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other The Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX holding such Patent Rights shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the right, exclusive right (but not the obligation) to institute and conduct legal action against Third Party infringers of a Patent Right, and to institute, prosecute and control enter into such settlement agreements as it may deem appropriate. The Party holding such Patent Rights shall receive the full benefits of any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent it takes pursuant to this Section fails to bring an action or proceeding, or take other actions Paragraph 7.02; (e.g., commence settlement discussionsc) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, If the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests infringing activities of the other Third Party result 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 business of a Party relating to Licensed Products and at the end of 180 days from the receipt of notice by such Party of such infringement, the Third Party is both unlicensed under the Patent Rights and is engaging in activities which are an infringement of the Patent Rights, and the Party which owns and/or controls the involved Patent Rights has not brought a suit, action or other proceeding for infringement against such Third Party, then: (i) when such affected Party without is Monsanto, it shall be excused from paying the prior express written consent earned royalty otherwise due hereunder with respect to revenues derived from sales of Licensed Products in the geographic area where the competitive infringing activity occurs; and (ii) when such affected Party is Calgene, Calgene shall be entitled to make a reduction (which is reasonable under the circumstances) in the earned royalty otherwise due on the Net Profits of the Oils Division to reflect the impact on sales of its products in the geographic area where the competitive infringing activity occurs. Such excuse or reduction, as the case may be, from payment shall arise only as to sales of the affected Licensed Products in the geographic area in which the infringing products are sold and shall continue only for so long as the infringing products continue to be infringing and to so compete with the Licensed Products; (d) Neither Party shall have the right (by operation of law or otherwise) to enforce any Patent Right (owned and/or controlled by the other Party. If one Party brings ) licensed hereunder against any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third Partiesalleged infringer.

Patent Enforcement. In the event (a) If either Party becomes aware of any interferenceinfringement, oppositionthreatened infringement, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b)alleged infringement of Patent Rights, it shall will promptly notify the other Party heretothereof including available evidence of infringement. The Parties will cooperate and, and the Parties shall agree on the steps which shall be taken subject to protect the pertinent patent. In the event either Party becomes aware of any possible Section 6.2(b), use reasonable efforts to stop such alleged infringement of a patent filed in accordance with Section 5.2(awithout litigation. (b) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall Licensee will have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the right, first right (but not the obligation), to instituteat its sole expense, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action against any Third Party for infringement of the Patent Rights, including, without limitation, the initiation of a suit, proceeding or proceedingother legal action by counsel of its own choice. Licensors shall provide reasonable cooperation in connection with any such suit, proceeding or action, including, without limitation, the furnishing of a power of attorney to Licensee or being named as a party. Licensee shall inform Licensors of any decision not to enforce the Patent Rights. If Licensee does not take other actions (e.g., commence settlement discussions) against a suspected infringer action within a period of ninety (90) days after having of written notice of infringement (or sooner, if failure to take such infringementaction would adversely affect Licensors’ ability to bring such an action), Licensors will have the right (but not the obligation), at their sole expense, to take the right of action, including, without limitation, the initiation of a suit, proceeding or other legal action by counsel of its own choice. Licensors may, at their own expense, join in any action to enforce the Patent Rights brought by Licensee, and Licensee may, at its own expense, join in the action to enforce the Patent Rights brought by Licensors. (c) If one Party brings any suit, proceeding or action under this Section 6.2, the other Party agrees to provide reasonable assistance to such Party, including, without limitation, by providing access to relevant documents and other evidence and making its employees available, subject to reimbursement of any out-of-pocket expenses incurred by the non-enforcing or defending Party in providing such assistance. Neither Party will settle or otherwise compromise any such suit, proceeding or action in a way that adversely affects the other Party’s rights or interests with respect to the Patent Rights without such other Party’s prior written consent. (d) Except as otherwise agreed to by the Parties in writing (by e-mail) as part of a cost-sharing arrangement, any settlements, damages or other monetary awards recovered pursuant to a suit, proceeding or action brought pursuant to Section 6.2 will first be applied to reimburse Licensee and/or Licensors for all litigation costs and expenses with any remainder being retained by the Party that brought such suit, proceeding or action, and, in the case that Licensee brought such suit, proceeding or action, such remainder shall have be treated as Sublicense Revenue that are subject to royalty payments under Section 4.6, said Sublicense Revenue being reduced by [***]. Licensee may grant any Affiliate or Sublicensee the right to bring and control an any suit, proceeding or action against any Third Party for infringement of the Patent Rights in connection with the grant of a sublicense to such infringer by counsel of its own choiceAffiliate or Sublicensee, and the non-enforcing Party shall have the right to be represented references in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a patent under this Section 6.2 shall consider in good faith the interests of the other Party in so doing, and shall not settle include any Affiliate or consent Sublicensee 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 or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of whom such rights discussed in this section and retain for its own account any amounts received from Third Partiesare granted.

Patent Enforcement. In the event either Party that LR becomes aware of any interferenceproduct that is made, oppositionused, or request for reexaminationsold or any action that it believes infringes or misappropriates the Licensed Information and/or Additional Inventions, LR will promptly advise MediWound of all the relevant facts and circumstances known to them in connection with such infringement or similar proceedingsmisappropriation. With respect to the Licensed Information and Additional Inventions, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX MediWound shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the first right, but not the obligation, to institutebring an action against any third party suspected of infringement or misappropriation of same, prosecute and to control the defense of any declaratory judgment action alleging invalidity or proceeding non-infringement (or other action) relating thereto. If MediWound elects to bring such action against the third party, LR will fully cooperate with MediWound with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice investigation and prosecution of such infringementalleged infringement or misappropriation, including the joining of LR and their Affiliates as parties to such action, as may be required by the law of the particular forum where enforcement is being sought. In the event that any such assistance shall impose financial obligations on LR, then LR shall inform MediWound and MediWound shall reimburse LR actual out of pocket expenses which have been approved by MediWound in advance and in writing; provided that in the event that MediWound does not approve such expenses, neither LR will be obligated to provide such assistance. All legal fees and other Party shall have the right to bring costs and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in expenses associated with any such action shall be borne exclusively by counsel MediWound, and any recovery obtained as a result of its own choice at its own expensesuch action shall first be applied to cover MediWound’s costs and expenses associated with the action, and then the remainder shall be retained by MediWound, subject to LR rights to receive Royalty Payments in the event that the funds received are awarded in lieu of lost Net Sales of the Licensed Product(s). The Party controlling MediWound shall not compromise or settle the litigation without the prior written consent of LR which shall not be unreasonably withheld, provided, however, that such compromise or settlement may be made without the written consent of LR, if such settlement complies with all the following terms: (i) includes as an action involving any infringement unconditional term thereof the giving by the claimant or plaintiff of a patent complete release of LR from all liability in respect of such claim or litigation, (ii) does not impose any obligation on LR not imposed under this Section Agreement and does not require LR to part with any rights or property not required to be parted with under the terms hereof. Each party shall consider in good faith the interests of execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party party to institute and prosecute such infringement actions referred to in so doingthis Section 7.2, and shall not settle or consent otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to an adverse judgment being named as a party thereto). Each party, in prosecuting any such action which would have a material adverse effect on the rights or interests of infringement actions, shall keep the other Party without party reasonably informed as to the prior express written consent status of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third Partiesactions.

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it Each party shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware in writing of any possible alleged or threatened infringement of a any patent filed included in accordance with Section 5.2(athe Licensed Patents of which such party becomes aware. (a) or 5.2(b) or misappropriation With respect to any infringement of an invention within any patent included in the CollaborationLicensed Patents, it Akesis shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute bring and control any action or proceeding with respect to such infringement of patents within SGX Background Technology. Roche shall have the right, but not the obligation, to institute, prosecute at its own expense and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and and, solely to the non-enforcing Party extent such infringement involves the manufacture, use or sale of any product that would compete with the Products in the Territory, GS shall have the right right, at its own expense, to be represented in any such action by counsel of its own choice choice. To the extent such infringement involves the manufacture, use or sale of any product that would compete with the Products in the Territory, if Akesis fails to bring an action or proceeding within (i) sixty (60) days following the notice of alleged infringement or (ii) ten (10) days before the time limit, if any, set forth in the applicable laws and regulations for the filing of such actions, whichever comes first, GS shall have the right, but not the obligation, to bring and control any action or proceeding with respect to such infringement at its own expense and by counsel of its own choice, and Akesis shall have the right, at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment be represented in any such action which would by counsel of its own choice. GS shall be entitled, at Akesis' option, to either (i) a credit earned on litigation and reasonable expenses GS incurs in connection with its enforcement of the Licensed Patents against the minimum royalty payments due under Section 4.3, less any net recovery realized by GS as a result of such litigation; or (ii) reimbursement of all sums spent by GS in connection with its enforcement of the same. (b) In the event a party brings an infringement action in accordance with this Section 5.3, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 5.3 in a material adverse effect on manner that diminishes the rights or interests of the other Party party without the prior express written consent of such other Partyparty (which shall not be unreasonably withheld). If one Party brings any such action or proceeding, the other Party agrees to be joined Any recovery realized as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement result of such rights discussed in litigation, after reimbursement of any litigation expenses of Akesis and/or GS, as the case may be, shall be retained by the party that brought and controlled such litigation for purposes of this section and retain for its own account Agreement, except that any amounts received from Third Partiesrecovery realized by GS as a result of such litigation, after reimbursement of the parties' respective litigation or other reasonable expenses, shall, to the extent attributable to lost sales of Products, be treated as Net Sales of Products by GS.

Patent Enforcement. In the event If either Party becomes aware of any interference, opposition, existing or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed threatened infringement of any Patent in accordance with Section 5.2(a) or 5.2(bthe Territory (“Infringement”), it shall promptly notify the other Party hereto, in writing to that effect and the Parties shall agree on the steps which shall will consult with each other regarding any actions to be taken with respect to protect the pertinent patentsuch Infringement. In the event either Each Party becomes aware of any possible infringement of a patent filed in accordance shall share with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party heretoall Information available to it regarding such alleged Infringement, providing pursuant to a written description mutually agreeable “common interest agreement” executed by the Parties under which the Parties agree to their shared, mutual interest in the outcome of any suit to enforce the potentially infringing or misappropriation activitiesPatents against such Infringement at its own cost and expenses. SGX Company shall have the first right, but not the obligation obligation, to institutebring an appropriate suit or other action against any Person engaged in such Infringement. F▇▇▇▇▇ shall cooperate in any such action (including joining as a party in any suit filed by Company if requested by Company) and shall have the right to join the action at a party at its own motion, prosecute in such case the Parties shall share the cost and control any expense of such enforcement action equally. If Company notifies F▇▇▇▇▇ that it does not intend to commence a suit to enforce the applicable Patents against Infringement or proceeding to take other action to secure the abatement of such Infringement, then, to the extent that such Infringement is resulting from a Third Party’s use or sale of a product that competes with respect to infringement of patents within SGX Background Technology. Roche the End Products, F▇▇▇▇▇ shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If commence such a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, suit or take other actions such action, at F▇▇▇▇▇’▇ cost and expense (e.g.provided that, commence settlement discussions) if Company believes in good faith that the commencement of any such suit or action by F▇▇▇▇▇ would reasonably be likely to have a negative impact on any similar action that Company is pursing against a suspected infringer within a period of ninety (90) days after having notice of such infringementperson or entity, the other Party then F▇▇▇▇▇ shall not have the right to bring and control an commence such suit or action against without the consent of Company). In such infringer by counsel of its own choicecase, and Company shall take appropriate actions in order to enable F▇▇▇▇▇ to commence a suit or take the non-enforcing actions set forth in the preceding sentence. Neither Party shall have the right to be represented settle any such suit or action in any such action by counsel manner that would negatively impact the Patents or that would limit or restrict the ability of its own choice at its own expense. The Party controlling an action involving any infringement of a patent under this Section shall consider Company to Exploit the End Products in good faith the interests Territory without the prior written consent of the other Party in so doingParty, and shall consent which will not settle be unreasonably withheld 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 or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a patent under this Section, each Party shall bear the costs of its enforcement of such rights discussed in this section and retain for its own account any amounts received from Third Partiesdelayed.

Patent Enforcement. In (a) Each Party shall notify the event either Party becomes other within [*] Business Days of becoming aware of any interferencealleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Product, 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) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or request for reexaminationsimilar action alleging the invalidity, unenforceability or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware non-infringement of any possible infringement of a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing Cytokinetics Patents, Astellas Patents or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions Collaboration Patents (e.g., commence settlement discussionscollectively “Product Infringement”). (b) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Each Party shall have the first right to bring and control an any legal action against such infringer by counsel of in connection with any Product Infringement in its territory at its own choiceexpense as it reasonably determines appropriate, and the non-enforcing other Party shall have the right to be represented in any such action by counsel of its own choice choice. If the Party having first right to enforce decides not to bring such legal action, it shall so notify the 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 in the first Party’s territory at its own expense. expense as it reasonably determines appropriate after consultation with the first Party. (c) The enforcing Party controlling an action involving any infringement of a patent under this Section shall consider in good faith provide the interests other Party and its counsel with copies all court filings and material supporting documentation, and, at the request of the other Party in so doingParty, and shall not settle or consent reasonable access to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of enforcing Party’s counsel for consultation, provided that, unless the other Party without is joined as a party to such action, any counsel retained by the prior express written consent other Party shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such other action, unless specifically requested by the enforcing Party and at the enforcing Party’s expense. If one [*] = 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 brings shall have the right to enforce the Collaboration Patents for any such action or proceedinginfringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (e) At the request of the Party bringing the action, the other Party agrees to be joined shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a Party plaintiff if necessary party to prosecute the action and to give if required. (f) In connection with any such proceeding, the first Party reasonable assistance and authority to file and prosecute bringing the suit. In each case action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. (g) Any recoveries resulting from enforcement action relating to infringement a claim of a patent under this Section, Product Infringement shall be first applied against payment of each Party shall bear the Party’s costs of its enforcement and expenses in connection therewith. Any such recoveries in excess of such rights discussed costs and expenses (the “Remainder”) shall be [*], provided that if [*], such remainder shall be [*] and [*] in this section and retain for its own account any amounts received from Third Partiesaccordance with Section [*].