Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to promptly notify the other after becoming aware of any alleged or threatened infringement by a Third Party of any Pandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right, 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 similar action alleging the invalidity, unenforceability or non-infringement of the RIBOZYME any Pandion Collaboration IP Patent RightsRight, which may come to such Party's attention. RIBOZYME Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right (collectively, “Infringement”). (b) Astellas shall have the exclusive first right to institute bring and conduct commercially reasonable control any legal action against third party infringers in connection with any Infringement at its own expense as it reasonably determines appropriate, and Pandion shall have the right to be represented in any such action by counsel of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessaryits choice. ATUGEN Astellas shall provide RIBOZYME Pandion and its counsel with copies all court filings and material supporting documentation, and, at the request of Pandion, reasonable assistance in any action taken by RIBOZYME access to enforce the RIBOZYME Patent Rights. ATUGEN shall notAstellas’ counsel for consultation, however be entitled to join RIBOZYME provided that, unless Pandion is joined as a Party party to such action, any counsel retained by Pandion shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. Any award of damages resulting from If Astellas decides not to bring such legal action, it shall so notify Pandion promptly in writing and Pandion shall have the right to bring and control any legal action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) At the request of the Party bringing the action, the other Party shall be divided equally between provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the partiesaction if required. (d) In connection with any such proceeding, provided that such infringement was deemed to have occurred in the Field and specifically involved Party bringing the Licensed Technology. ATUGEN action shall have not enter into any settlement admitting the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of invalidity of, or otherwise impairing the ATUGEN other Party’s rights in, the Pandion Collaboration IP Patent Rights, Astellas Collaboration IP Patent Rights or negotiate Joint Collaboration IP Patent Rights without the prior written consent of the other Party. (e) Any recoveries resulting from enforcement action relating to a claim of Infringement shall be first applied against payment of each Party’s costs and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance expenses in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such actionconnection therewith. Any award such recoveries in excess of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of such costs and expenses incurred by ATUGEN in connection with such (the “Remainder”) shall be split as follows: (i) if Astellas brought the enforcement action, Astellas shall be divided equally between receive [**] percent ([**]%) of the partiesRemainder and Pandion shall receive [**] percent ([**]%) of the Remainder, and (ii) if Pandion brought the enforcement action, Pandion shall receive [**] percent ([**]%) of the Remainder and Astellas shall receive [**] percent ([**]%) of the Remainder.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other (a) If either Party becomes aware of any infringement or threatened infringement by a Third Party of any CG Patent on account of a Third Party’s manufacture, use or sale of a Licensed Compound or Product, or any declaratory judgment or equivalent action challenging any CG Patent in connection with any such infringement (a “Product Infringement”), it will notify the RIBOZYME Patent Rightsother Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement or threatened infringement, which may come to or declaratory judgment or equivalent action, by such Third Party's attention. RIBOZYME . (b) Aptose shall have the exclusive right right, but not the obligation, to institute bring a suit or otherwise take action against any Product Infringement in the Licensed Territory, at its own expense and conduct 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 legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME reason not to enforce the RIBOZYME Patent Rightsapplicable CG patents, the reduction in royalties for entry of a Generic Product as set forth in Section 7.2(d) (Generic Entry) will not apply. ATUGEN CG shall notcooperate with and provide reasonable assistance to Aptose in such enforcement, however be entitled at Aptose’s request and expense. CG further agrees to join RIBOZYME join, at Aptose’s expense, any such action brought by Aptose under this Section 8.3 as a Party party plaintiff if required by Applicable Laws to any pursue such action. Aptose shall keep CG regularly informed of the status and progress of such enforcement efforts. (c) Any award of damages resulting from action taken recovery obtained by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively Aptose in connection with such actionor 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 four percent (4%) of the balance be divided equally paid to CG, and any remaining balance be retained by Aptose. (d) Aptose may exercise any of its rights under this Section 8.3 through an Affiliate or Sublicensee. (e) As between the partiesParties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Aptose shall have the exclusive right right, but not the obligation, to institute and conduct commercially reasonable legal bring a suit or otherwise take action against third party infringers any infringement or threatened infringement of any Patent in the Aptose Program Technology worldwide, and 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 four percent (4%) of the ATUGEN Patent Rightsbalance be paid to CG, or negotiate and enter into settlement agreements as deemed appropriate any remaining balance be retained by ATUGEN after consultation Aptose. CG shall cooperate with RIBOZYME if necessary. RIBOZYME shall and provide ATUGEN with reasonable assistance to Aptose in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notsuch enforcement, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesat Aptose’s request and expense.

Patent Enforcement. RIBOZYME a. As of the Effective Date and ATUGEN shall each provide immediate ------------------ until the termination or expiration of the license granted in Section 3.1.a, in the event the Pharmacopeia Group learns that any third party, including without limitation a customer of the Pharmacopeia Group, is or might be infringing, or preparing to infringe, any Licensed Patent, then the Pharmacopeia Group will promptly notify PDD of such information. Upon such notice, PDD and the Pharmacopeia Group will consult one another in a timely manner concerning any appropriate response to such infringement or noncompliance. Each party agrees to cooperate in all reasonable respects with the other in any action either may take against infringement of any Licensed Patent. b. The Pharmacopeia Group may, but is not obligated to, enforce the Licensed Patents, at the Pharmacopeia Group’s own expense, against any such third party infringing the same. PDD may join any such lawsuit at its own expense. In the event the Pharmacopeia Group elects not to enforce the Licensed Patents against such third party infringer, PDD may assume the responsibility for enforcing the Licensed Patents, at PDD’s sole expense. However, absent the Pharmacopeia Group’s permission, PDD may not enforce the Licensed Patents against any third party. c. The Pharmacopeia Group will not enter into any settlement or compromise with such an infringing third party that requires PDD to sublicense or relinquish any of the rights granted to PDD hereunder without PDD’s prior written notice consent. In the event PDD assumes the responsibility for enforcing the Licensed Patents against such third party, PDD will not enter into any settlement or compromise with an infringing third party without the consent of the Pharmacopeia Group. d. In any action to enforce any Licensed Patents, either party, at the reasonable request and sole expense of the other party, will cooperate to the fullest extent reasonably possible with the other of any infringement of party, including being joined as a party to the RIBOZYME Patent Rightsaction, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in This provision does not require, and may not be construed to require, either party to undertake any action taken activities, including legal discovery, at the request of any third party except as may be required by RIBOZYME lawful process of a court of competent jurisdiction. e. Any consideration received or recovered by either party from any litigation or settlement of any claim or suit pursuant to enforce Section 3.3.b will first be applied to reimburse the RIBOZYME Patent Rights. ATUGEN shall notPharmacopeia Group and PDD, however be entitled as applicable, for such party’s respective litigation expenditures related to join RIBOZYME as a Party enforcing the Licensed Patents licensed to any such actionPDD under this Agreement. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4additional recovery, after reimbursement of expenses incurred by RIBOZYME and ATUGENbeyond the collective expenditures, respectively in connection with such action, shall will be divided equally between PDD and the parties, provided that such infringement was deemed Pharmacopeia Group in proportion to have occurred in each party’s respective share of the Field and specifically involved litigation expenditures related to the Licensed Technology. ATUGEN shall have the exclusive right Patents licensed to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to PDD under this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesAgreement.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other promptly after such Party becomes aware of any alleged infringement of any OSIRIS Patent in the RIBOZYME Patent RightsTerritory with respect to a Product for use in the Field. If any of the OSIRIS Patents under which JCR holds a license hereunder is infringed by a Third Party with respect to a Product for use in the Field in the Territory, which may come to such Party's attention. RIBOZYME JCR shall have the exclusive 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 OSIRIS and/or in the name of JCR, and to join OSIRIS as a party plaintiff if required. JCR shall promptly notify OSIRIS of any such infringement and shall keep OSIRIS informed as to the prosecution of any action for such infringement. JCR shall have the full control over the conduct of the litigation including settlement thereof provided, however, that JCR shall make no decision, including, but not limited to, settlement which adversely affects the validity or enforceability of the OSIRIS Patents without the written consent of OSIRIS. It is understood that in the case of OSIRIS Patents sublicensed to JCR, the rights of this Section 7.2(a) are subject to the terms and restrictions of the Third Party Agreement(s). (b) In the event that JCR does not institute an infringement proceeding against an offending Third Party within ninety (90) days after becoming aware or receiving notice of any alleged infringement, then OSIRIS shall have the right and option, but not the obligation, to institute such an action and to retain any recovered damages. (c) In any infringement suit either Party may institute to enforce any OSIRIS 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 like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of any action instituted pursuant to this Section 7.2 (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 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 (if such other Party has the right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any prosecute such action. Any award of damages resulting from action taken by RIBOZYME infringement actions pursuant to this Section 3.47.2). (e) In the event that either Party shall undertake the enforcement of any OSIRIS Patent, after any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by RIBOZYME and ATUGEN, respectively each in connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be divided equally between allocated to the partiesParty undertaking the action, provided except that any such infringement was amount received by JCR shall be deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN be Net Sales hereunder, for which OSIRIS shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN receive a royalty as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to provided in this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesAgreement.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice notify the other promptly after such Party becomes aware of any alleged infringement of any Product Patent in any country in the Territory. With respect to any alleged infringement solely involving a Valid Claim(s) of any Product Patents with respect to which BMS then holds a license under this Agreement, subject to the other rights of any infringement Lilly under Section 8.2 of the RIBOZYME Patent RightsLilly Agreement, which may come if any, and subject to such Party's attention. RIBOZYME the provisions of Section 11.1(b), BMS shall have the exclusive right first right, but not the duty, to institute and conduct commercially reasonable legal action patent infringement actions against third party infringers Third Parties. If BMS does not institute an infringement proceeding against an offending Third Party within 90 days after becoming aware or receiving notice of any alleged infringement, then ICAgen shall have the RIBOZYME Patent Rights in right, but not the Fieldduty, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party institute such an action. (b) With respect to any alleged infringement relating to an Excluded area compound or a Product consisting of an Excluded area compound or containing an Excluded area compound as an active ingredient, unless the Parties otherwise agree, BMS and ICAgen shall cooperate in instituting and maintaining such action. Any award BMS shall bear [**]% of damages resulting from the costs and expenses of any action taken by RIBOZYME instituted pursuant to this Section 3.411.1(b) (including reasonable fees of attorneys and other professionals), after and ICAgen shall bear [**]% of such costs and expenses. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the Parties to jointly institute and prosecute such infringement actions. Any settlement of any such action shall be subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, if any. In any event, neither Party shall enter into a settlement with respect to any such action without the prior consent of both Parties, which will not be unreasonably withheld. Any award or compensation (including the fair market value of nonmonetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of the Parties, on a pro rata basis, for all expenses incurred by RIBOZYME and ATUGEN, respectively each in connection with such action, and (ii) second, any remaining balance shall be divided equally between allocated [**]% to BMS and [**]% to ICAgen, except that with respect to Grant-Back Compounds and Grant-Back Products, any remaining balance shall be allocated [**]% to BMS and [**]% to ICAgen. (c) With respect to any alleged infringements other than as described in Section 11.1(a) or (b), the partiesParties shall determine how they should proceed with respect to such alleged infringement at such time, subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, if any. If the Parties cannot agree as to how to proceed, the matter shall be resolved pursuant to the arbitration provision set forth in Section 16.14. (d) Except as otherwise provided that in Section 11.1(b), the costs and expenses of any action instituted pursuant to this Section 11.1 (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 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 was deemed to have occurred in actions (if such other Party has the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any prosecute such action. Any award of damages resulting from action taken by ATUGEN infringement actions pursuant to this Section 311.1). Any settlement of any such action shall be subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, after if any. Except as otherwise provided in Section 11.1(b), any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of the Parties, on a pro rata basis, for all expenses incurred by ATUGEN each in connection with such action, and (ii) second, any remaining balance shall be divided equally between the partiesallocated [**]% to BMS and [**]% to ICAgen, except that with respect to Grant-Back Compounds and Grant-Back Products, any remaining balance shall be allocated [**]% to BMS and [**]% to ICAgen.

Patent Enforcement. RIBOZYME and ATUGEN 11.1 If LICENSEE shall each provide immediate ------------------ have supplied LICENSOR with written notice to the other of any evidence demonstrating infringement of the RIBOZYME Licensed Patent RightsRights by a third party, LICENSEE may, by written notice, request LICENSOR to take steps to assert such Licensed Patent Rights against such infringing product. LICENSOR shall within six (6) months of the receipt of such notice either (a) cause such infringement to terminate or (b) initiate and continue legal proceedings against the infringer, or pursue other equivalent legal or patent remedies. If LICENSOR fails to take either of the actions specified in clause (a) or (b) above, LICENSEE may, upon notice to LICENSOR, discontinue making royalty payments to LICENSOR that are due hereunder, and have further royalty payments waived by LICENSOR until LICENSOR in good faith takes and continues such action, at which may come time only future royalties shall be due. Notwithstanding the foregoing, if the infringement ceases at any time, TGC's obligations shall continue at full force from the time that infringement ceases. 11.2 In the event LICENSOR fails to terminate the infringement within the six (6) months of written notification from LICENSEE informing LICENSOR of an alleged infringement, and does not institute litigation against the infringer for that purpose within such Party's attention. RIBOZYME period, then LICENSEE shall have the exclusive right to institute and conduct commercially reasonable legal bring an action against third party infringers of the RIBOZYME Patent Rights infringer for that purpose. LICENSOR shall cooperate fully with LICENSEE, at LICENSEE's expense, in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation connection with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from Such cooperation shall include (without limitation) LICENSOR's permitting LICENSEE to bring the action taken by RIBOZYME pursuant in LICENSOR's name and LICENSOR's executing any consents or assignments necessary or useful to this Section 3.4, after reimbursement of permit LICENSEE to enforce the Licensed Patent Rights against the infringer. LICENSEE shall be entitled to deduct all expenses incurred by RIBOZYME and ATUGEN, respectively it in connection with any such actionaction from the royalties and other amounts that would otherwise be payable to LICENSOR hereunder; provided that to the extent any amounts are finally awarded to LICENSEE in such action or are paid to LICENSEE in settlement thereof, such amounts shall be divided equally between the parties, provided that such infringement was deemed paid over to LICENSOR until all amounts so withheld have occurred been repaid. Any amounts so awarded or paid in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers settlement in excess of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, amounts so withheld shall be divided equally between the partiesretained by LICENSEE.

Patent Enforcement. RIBOZYME and ATUGEN (a) In the event either Party discovers tangible evidence of the manufacture use or sale by another of a product which infringes any claim of patents comprising a portion of Licensed Patents and/or Improvements the Party that discovered the evidence shall each provide immediate ------------------ written notice to notify the other of any infringement of Party promptly in writing upon such discovery. Such notification shall include such tangible evidence discovered by the RIBOZYME Patent Rights, which may come to such notifying Party's attention. RIBOZYME . (b) AlliedSignal shall have the exclusive right but not the obligation to institute initiate an action to enforce Licensed Patents. Any such enforcement shall be at the expense of AlliedSignal and conduct commercially all damages awarded as a result of such action shall be for AlliedSignal's account provided, however, that AlliedSignal shall pay to Turbodyne a portion of any damages award after deduction of all AlliedSignal's reasonable legal costs and expenses for pursuing the action against third party infringers (the "Net Award"), to compensate Turbodyne for its proportional loss of royalties under this Agreement comparable to AlliedSignal's proportionate loss of profits from sales of Licensed Products suffered as a result of the RIBOZYME Patent Rights in the Fieldinfringement AlliedSignal shall, within one hundred twenty (120) days after becoming aware of such infringement by, a Third Party of Licensed Patents and/or any patents and/or patent applications of Improvements whether by AlliedSignal's discovery of such evidence or negotiate by notification from Turbodyne , notify Turbodyne whether AlliedSignal intends to bring an action for enforcement of such Licensed Patents. If AlliedSignal notifies Turbodyne of election to initiate legal action, AlliedSignal shall promptly thereafter commence and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME prosecute to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with final resolution such action, shall be divided equally between whether by judgment or settlement. In the partiesevent AlliedSignal notifies Turbodyne that AlliedSignal is electing not to bring art action for infringement of such Licensed Patents, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Turbodyne shall have the exclusive right right, but not the obligation, to institute initiate and conduct commercially reasonable prosecute any legal action against third party infringers of the ATUGEN Patent Rights, or negotiate for infringement by such Third Party thereof at Turbodyne's sole cost and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessaryexpense. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.Any

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of 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 Product or any of the Licensed Patents or Licensed Know-How, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME Infringement. (b) VSI shall have the exclusive right right, but not the duty, to institute patent Infringement actions against Third Parties based on any Product anywhere in the world. If VSI does not institute an Infringement proceeding against an offending Third Party or secure a cessation of the Infringement within sixty (60) days of learning of such Infringement, King shall have the right, but not the duty, to institute such an action with respect to any Infringement by such Third Party. VSI may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely affects any product, Licensed Know-How or Licensed Patent licensed to King hereunder without obtaining the prior written consent of King. King, however, is permitted to enter into any settlement, consent judgment or other voluntary final disposition of such action, whether or not it adversely affects any product, Licensed Know-How or Licensed Patent licensed to King hereunder without obtaining the prior written consent of VSI. Each Party shall bear its own costs and expenses incurred in any such action (including fees of attorneys and other professionals) and shall not seek contribution from the other Party unless the other Party is in breach of a representation, warranty or covenant or subject indemnification for such costs and expenses. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such Infringement actions and shall otherwise cooperate in the Field, or negotiate institution and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME prosecution of such actions (including consenting to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME being named as a nominal party thereto). Each Party to prosecuting any such actionInfringement actions shall keep the other Party reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of damages resulting from such an Infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be applied first to this Section 3.4, after reimbursement of reimburse the Parties for all costs and expenses incurred by RIBOZYME and ATUGENthe Parties with respect to such action on a pro rata basis and, respectively in connection with if after such actionreimbursement any funds shall remain from such award, they shall be divided equally between the parties, provided that such infringement was deemed allocated three-quarters to have occurred in the Field King and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right one-quarter to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesVSI.

Patent Enforcement. RIBOZYME (a) Licensee shall promptly notify Licensor if it becomes aware of any alleged or threatened infringement by a Third Party of any Licensed Patents that involves the development or commercialization of any oncolytic virus product in the Field in the Territory (the “Field Infringement”). (b) As between the Parties, Licensor shall have (i) the first right (but not the obligation) to bring and ATUGEN control any legal action to enforce the Licensed Patents that claim only the Licensed Virus, and (ii) the sole right (but not the obligation) to bring and control any legal action to enforce other Licensed Patents, in each case of (i) and (ii) against any Field Infringement at its own expense and as it reasonably determines appropriate. Licensor shall each notify Licensee if Licensor does not wish to bring legal action to enforce any Licensed Patent that claims only the Licensed Virus against Field Infringement, then, subject to Licensor’s prior written consent, Licensee shall have the right to bring and control legal action to enforce such Licensed Patent against such Field Infringement. If a Party brings such an enforcement action, then the other Party shall, at the request and expense of the enforcing Party, provide immediate ------------------ written notice reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the other of action if required. If Licensor gives consent for Licensee to enforce any infringement Licensed Patent, Licensee shall not admit invalidity or unenforceability of the RIBOZYME Licensed Patent Rightsor the take any action that would adversely affect the Licensed Patent or other Patent Rights in the same patent family. (c) Any recoveries resulting from enforcement action under Section 5.3(b) relating to a Field Infringement shall be first applied against payment of each Party’s cost and expense in connection therewith. Any such recoveries in excess of such cost and expense shall be shared by the Parties equally. (d) If the Field Infringement involves the sale of an infringing oncolytic virus product in the Field in the Territory, which and Licensor declines to bring an enforcement action against such Field Infringement and does not give consent for Licensee to bring enforcement action against such Field Infringement, then Licensee may come reduce royalty payment to such Party's attention. RIBOZYME Licensor as provided in Section 4.5(c)(i). (e) Licensor shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notLicensed Patents against any infringement other than Field Infringement, however be entitled to join RIBOZYME at its own expense and as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4it reasonably determines appropriate, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages retain all recoveries resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiestherefrom.