Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. 10.5.1 Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. Notwithstanding the foregoing, either Party [***] by the earliest of: (i) [***] after first being noticed of such Third-Party Infringement; (ii) [***] before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”), the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling Party reasonable assistance and authority to file and prosecute the suit. The Party being joined shall have the right to review and comment on, and approve, any material submissions to be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear [***]. 10.5.6 For any action brought under this Section 10.5 (Patent Enforcement), each Party shall have the right to be represented by counsel of its own choice at its own expense.

Patent Enforcement. 10.5.1 (a) Each Party shall promptly notify the other in writing of any Third-actual or threatened infringement or misappropriation by a Third Party Infringement in of any country Joint Patent or Jointly Owned Invention of which such Party becomes awareaware (“Third Party Infringement”). 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), b) [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with to [***]. In the event that [***] fails to initiate or defend such action by the earlier of (i) [***] after first being notified or made aware of such Third Party Infringement and (ii) [***] before the expiration for initiating or defending such action, [***] shall have the right to initiate or defend such action at its sole expense. (c) [***] shall have the first right to initiate legal action to enforce all Joint Patents and Joint Jointly Owned Inventions against Third-Third Party Infringement, where such Third Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: of (i) [***] after first being notified or made aware of such Third-Third Party Infringement; Infringement and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.3 Subject (d) The Parties shall cooperate in good faith to the Restricted Rights provision of Section 10.3 (Prosecution), jointly control legal action to enforce all [***] shall have the first right to initiate, prosecute and control against any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Third Party Infringement where such Third Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. Notwithstanding the foregoing, either Party [***] shall have the right to opt-out of controlling such legal action by providing written notice to the other Party by the earliest of: of (i1) [***] after first being noticed of such Third-Third Party Infringement; , (ii2) [***] before the expiration date for filing such action; , (iii3) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; , and (iv4) [***] after notice is received, by one Party from other Party, informing such receiving Party that receipt of an application has been filed with to the U.S. Food & Drug Administration FDA under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) ), or to a similar agency under any similar provisions in another country, seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party)Merck Compound, whichever comes first. [***]. 10.5.5 (e) If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 (the “Enforcing Party”) brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***] ], the second Party (the “Controlling Non-Enforcing Party”), the other Party ) agrees to be joined as a party plaintiff if requested where necessary and to give the Controlling Enforcing Party reasonable assistance and authority to file and prosecute the suit, at the Enforcing Party’s cost and expense. The costs and expenses of the Enforcing Party being joined under this Section 10.1.2 shall have the right to review and comment onbe borne by such Enforcing Party, and approve, any material submissions to damages or other monetary awards recovered shall be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear shared as follows: [***]. 10.5.6 For any action brought . A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5 (Patent Enforcement), each 10.1.2 may not be entered into without the consent of the Party shall have not bringing the right to be represented by counsel of its own choice at its own expensesuit.

Patent Enforcement. 10.5.1 10.5.1. Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. 10.5.2 10.5.2. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.3 10.5.3. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] ]shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.4 10.5.4. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. Notwithstanding the foregoing, either Party [***] by the earliest of: (i) [***] after first being noticed of such Third-Party Infringement; (ii) [***] before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 10.5.5. If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”), the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling Party reasonable assistance and authority to file and prosecute the suit. The Party being joined shall have the right to review and comment on, and approve, any material submissions to be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear [***]. 10.5.6 10.5.6. For any action brought under this Section 10.5 (Patent Enforcement), each Party shall have the right to be represented by counsel of its own choice at its own expense.

Patent Enforcement. 10.5.1 10.5.1. Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. 10.5.2 10.5.2. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.3 10.5.3. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.4 10.5.4. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. ] Notwithstanding the foregoing, either Party [***] by the earliest of: (i) [***] after first being noticed of such Third-Party Infringement; (ii) [***] before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 10.5.5. If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”), the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling Party reasonable assistance and authority to file and prosecute the suit. The Party being joined shall have the right to review and comment on, and approve, any material submissions to be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear [***]. 10.5.6 10.5.6. For any action brought under this Section 10.5 (Patent Enforcement), each Party shall have the right to be represented by counsel of its own choice at its own expense.

Patent Enforcement. 10.5.1 (a) Each Party shall promptly notify the other in writing of any Third-actual or threatened infringement or misappropriation by a Third Party Infringement in of any country Joint Patent or Jointly Owned Invention of which such Party becomes awareaware (“Third Party Infringement”). 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), b) [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Jointly Owned Inventions against Third-Third Party Infringement resulting Infringement, [***] ]or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: of (i) [***] after first being notified or made aware of such Third-Third Party Infringement; Infringement and (ii) [***] ]before the expiration date for initiating or defending such action, [***] shall have the right to do so initiate or defend such action at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), c) [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Jointly Owned Inventions against Third-Third Party Infringement Infringement, [***] ]or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: of (i) [***] ]after first being notified or made aware of such Third-Third Party Infringement; Infringement and (ii) [***] ]before the expiration date for initiating or defending such action, [***] ]shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the d) The Parties shall cooperate in good faith to jointly initiate, prosecute and control any legal action to enforce all [***] ]against any Third-Third Party Infringement where such Third-Third Party Infringement results from the [***]or to defend any declaratory judgment action relating thereto, and [***]. Notwithstanding the foregoing, either Party [***] shall have the right to opt-out of controlling such legal action by providing written notice to the other Party by the earliest of: of (i1) [***] after first being noticed of such Third-Third Party Infringement; , (ii2) [***] before the expiration date for filing such action; , (iii3) [***] ]before the expiration date for filing an answer to a complaint in a declaratory judgment action; , and (iv4) [***] after notice is received, by one Party from other Party, informing such receiving Party that receipt of an application has been filed with to the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) ), or to a similar agency under any similar provisions in another country, seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party)Compound, whichever comes first. [***]. 10.5.5 (e) If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”)], the other second Party agrees to be joined as a party plaintiff if requested where necessary and to give the Controlling first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party being joined bringing suit under this Section 10.1.2 shall have the right to review and comment onbe borne by such Party, and approve, any material submissions to damages or other monetary awards recovered shall be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear shared as follows: (a) [***]. 10.5.6 For any action brought ; and [***] (b) [***] and [***]. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5 (Patent Enforcement), each 10.1.2 may not be entered into without the consent of the Party shall have not bringing the right to be represented by counsel of its own choice at its own expensesuit.

Patent Enforcement. 10.5.1 10.6.1. Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), 10.6.2. [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: (i) [***] days after first being notified or made aware of such Third-Party Infringement; and (ii) [***] days before the expiration date for initiating or defending such action, [***] shall have the right to do so initiate or defend such action at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), 10.6.3. [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: (i) [***] days after first being notified or made aware of such Third-Party Infringement; and (ii) [***] days before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the 10.6.4. The Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. Notwithstanding the foregoing, either Party [***] by the earliest of: (i) [***] days after first being noticed of such Third-Party Infringement; (ii) [***] days before the expiration date for filing such action; (iii) [***] days before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] days after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying partyParty) or the Collaborator Compound (if Collaborator Compound is a biological product and when Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 10.6.5. If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”)], the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling first Party reasonable assistance and authority to file and prosecute the suit. The Party being joined shall have the right to review and comment on, and approve, any material submissions to be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and bringing suit shall bear [***]. 10.5.6 For any action brought under this Section 10.5 (Patent Enforcement), each Party shall have the right to be represented by counsel of its own choice at its own expense.

Patent Enforcement. 10.5.1 [***] INDICATES MORE THAN ONE PAGE OF MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (a) Each Party shall promptly notify the other in writing of any Third-actual or threatened infringement or misappropriation by a Third Party Infringement in of any country [***] of which such Party becomes awareaware (“Third Party Infringement”). 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] b) Rexahn shall have the first right to initiate, prosecute and control any initiate legal action in consultation with to enforce all [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense]. If [***] In the event that Rexahn fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: of (i) [***] after first being notified or made aware of such Third-Third Party Infringement; Infringement and (ii) [***] before the expiration date for initiating or defending such action, [***] Merck shall have the right to do so initiate or defend such action at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] c) Merck shall have the first right to initiate, prosecute and control any initiate legal action in consultation with to enforce all [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense]. If [***] In the event that Merck fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: of (i) [***] after first being notified or made aware of such Third-Third Party Infringement; Infringement and (ii) [***] before the expiration date for initiating or defending such action, [***] Rexahn shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the d) The Parties shall cooperate in good faith to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Third Party Infringement where such Third-Third Party Infringement results from the development or sale of a product(s) that [***]. Notwithstanding the foregoing, either Party [***] shall have the right to opt-out of controlling such legal action by providing written notice to the other Party by the earliest of: of (i1) [***] after first being noticed of such Third-Third Party Infringement; , (ii2) [***] before the expiration date for filing such action; , (iii3) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; , and (iv4) [***] after notice is received, by one Party from other Party, informing such receiving Party that receipt of an application has been filed with to the U.S. Food & Drug Administration FDA under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) ), or to a similar agency under any similar provisions in another country, seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party)Merck Compound, whichever comes first. [***]. 10.5.5 (e) If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”), the other second Party agrees to be joined as a party plaintiff if requested where necessary and to give the Controlling first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party being joined bringing suit under this Section 10.1.2 shall have the right to review and comment onbe borne by such Party, and approve, any material submissions damages or other monetary awards recovered relating to [***] shall be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear [***]. 10.5.6 For any action brought . A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5 (Patent Enforcement), each 10.1.2 may not be entered into without the consent of the Party shall have not bringing the right to be represented by counsel of its own choice at its own expensesuit.

Patent Enforcement. 10.5.1 (a) Each Party shall promptly notify the other promptly after such Party becomes aware of any Third-alleged infringement of any Patent licensed to either Party Infringement under this Agreement in any country of which such Party becomes aware. 10.5.2 Subject to in the Restricted Rights provision of Territory. Except as provided in Section 10.3 (Prosecution)13.3, [***] BMS shall have the first right right, but not the duty, to initiate, prosecute and control institute patent infringement actions against Third Parties with respect to any legal action such alleged infringement. BMS shall take all such actions under this Section 13.1(a) (other than with respect to a Patent included solely in the BMS Collaboration Technology) in reasonable consultation with [***] OXiGENE and shall keep OXiGENE apprised as to enforce the status of any such infringement action BMS institutes. OXiGENE shall execute all Joint Patents reasonable, necessary and Joint Inventions against Thirdproper documents and take such actions as shall be appropriate to allow BMS to institute and prosecute infringement actions under this Section 13.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall be borne solely by BMS. (c) Any award or compensation (including the fair market value of non-Party Infringement resulting [***] monetary compensation) paid by Third Parties as a result of any infringement action brought by BMS under Section 13.1(a) (whether by way of settlement or otherwise) shall be allocated first to defend any declaratory judgment action relating thereto, at its sole expensereimbursement of BMS for all expenses incurred by it in connection with such action. If [***] fails Any remaining award or compensation shall be allocated to initiate, prosecute, maintain or defend such action by the earlier ofParties in the following proportions: (i) [to the extent such infringement occurred within the Field, ***] after first being notified or made aware of such Third-Party Infringement***% to BMS, and ******% to OXiGENE; and (ii) [to the extent such infringement occurred outside the Field, ***] before the expiration date for initiating or defending such action, [***] shall have the right % to do so at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution)BMS, [and ***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] % to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expenseOXiGENE. 10.5.4 Subject to (d) Except as provided in Section 13.3, in the Restricted Rights provision of Section 10.3 (Prosecution)event BMS elects not to, the Parties shall cooperate to jointly initiateor fails to, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. Notwithstanding the foregoing, either Party [***] by the earliest of: (i) [***] after first being noticed of such Third-Party Infringement; (ii) [***] before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration exercise its rights under Section 351(k13.1(a) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any enforcement action or proceeding against a Third Party with respect to any [***] alleged infringement of a Patent licensed to BMS under this Agreement (“Controlling Party”)i.e., excluding any Patent included solely in the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling Party reasonable assistance and authority to file and prosecute the suit. The Party being joined BMS Collaboration Technology) within 120 days after receiving notice thereof, OXiGENE shall have the right right, but not the duty, to review and comment on, and approve, institute patent infringement actions against Third Parties with respect to any material submissions to be made by the Controlling Party in connection with such a proceedingalleged infringement. The Controlling Party OXiGENE shall have final decision-making authority and shall bear [***]. 10.5.6 For any action brought take all such actions under this Section 10.5 13.1(d) in reasonable consultation with BMS and shall keep BMS apprised as to the status of any such infringement action OXiGENE institutes. BMS shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow OXiGENE to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses of bringing and maintaining any infringement action under this Section 13.1(d) shall be borne solely by OXiGENE, and OXiGENE shall be entitled to retain any award or compensation (Patent Enforcement), each Party shall have including the right to be represented fair market value of non-monetary compensation) paid by counsel Third Parties as a result of its own choice at its own expenseany such action.

Patent Enforcement. 10.5.1 10.5.1. Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 10.5.2 10.5.2. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] MSD to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] days after first being notified or made aware of such Third-Party Infringement; and (ii) [***] days before the expiration date for initiating or defending such action, [***] MSD shall have the right to do so at its sole expense. 10.5.3 10.5.3. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] Collaborator to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] days after first being notified or made aware of such Third-Party Infringement; and (ii) [***] days before the expiration date for initiating or defending such action, [***] Collaborator shall have the right to do so at its sole expense. 10.5.4 10.5.4. Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***]. Notwithstanding the foregoing, either Party [***] by the earliest of: (i) [***] days after first being noticed of such Third-Party Infringement; (ii) [***] days before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] days after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 10.5.5. If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”), the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling Party reasonable assistance and authority to [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. file and prosecute the suit. The Party being joined shall have the right to review and comment on, and approve, any material submissions to be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear [***], and any damages or other monetary awards recovered shall be shared as follows: [***]. 10.5.6 10.5.6. For any action brought under this Section 10.5 (Patent Enforcement), each Party shall have the right to be represented by counsel of its own choice at its own expense.

Patent Enforcement. 10.5.1 Each Party If either party learns of potential infringement of any Onyx Developed IP, where such infringement involves the use of the Product, it shall promptly notify the other party. If a Third Party is infringing, or either Party reasonably believes a Third Party may be infringing, any Patent within the Onyx Developed IP by reason of (i) the manufacture, import, use, offer for sale or sale of a product competitive with the Product or (ii) the filing of an [ * ] = 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. abbreviated new drug application (ANDA) pursuant to 21 U.S.C. §355(j) or a new drug application pursuant to 21 U.S.C. §355(b)(2) of a product competitive with the Product by such Third Party (“Product-Specific Infringement”), [ * ] shall have the first right, but not the obligation, to institute, prosecute, control, and settle any action or proceeding with respect to such infringement by counsel of its own selection, at its expense. [ * ] shall provide [ * ] updates, via the IP Subcommittee, to [ * ] regarding the strategy and status of any Third-Party Infringement in any country such proceeding, and shall provide [ * ] an opportunity to comment. If [ * ] fails to bring or settle such an action or proceeding within [ * ] after receiving or giving written notice thereof (or, for actions brought under the Drug Price Competition and Patent Term Restoration Act of which such Party becomes aware. 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution1984, as amended, [ * ]), [***then [ * ] shall have the right, but not the obligation, to bring and control any such action by counsel of its own selection, at its expense. For all other Third Party infringement that is not a Product-Specific Infringement, the IP Committee shall discuss options for pursuing the infringer. Unless [ * ] agrees otherwise, [ * ] shall have the first right but not the obligation, to initiateinstitute, prosecute prosecute, control, and control settle any legal action in consultation or proceeding with [***] respect to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating theretosuch infringement by counsel of its own selection, at its sole expense. If [***[ * ] fails shall provide [ * ] updates, via the IP Subcommittee, to initiate[ * ] regarding the strategy and status of any such proceeding, prosecute, maintain or defend such and shall provide [ * ] an opportunity to comment. The costs and expenses (including reasonable attorneys’ fees) of any action against an infringer brought in accordance with this Section shall be borne by the earlier Party controlling the infringement action. Any monetary recovery in connection with such infringement action shall first be applied to reimburse the Party controlling the infringement action for its out-of-pocket expenses (including reasonable attorneys’ fees) in taking such infringement action, and next to reimburse the other Party for its out-of-pocket expenses (including reasonable attorneys’ fees) in assisting in such infringement action. Once the Parties have been reimbursed for such expenses then the remainder will be apportioned as follows: For Product-Specific Infringement (i) [***] after first being notified or made aware of such Third-Party Infringement[ * ]; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] shall have the first right to initiate, prosecute and control any legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] fails to initiate, prosecute, maintain or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] against any Third-Party Infringement where such Third-Party Infringement results from [***[ * ]. Notwithstanding the foregoingFor any other infringement, either Party [***] by the earliest of: (i) [***] after first being noticed of such Third-Party Infringement; (ii) [***] before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first[ * ]. [***]. 10.5.5 If one Party pursuant to In any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”)proceeding, the other Party agrees will agree to be joined as a party plaintiff if requested (to the extent required by applicable law) and provide the prosecuting party with reasonable assistance, at the requesting Party’s expense, to give the Controlling Party reasonable assistance and authority to file bring and prosecute the suit. The Party being joined shall have the right to review and comment on, and approve, any material submissions to be made by the Controlling Party in connection with such a action or proceeding. The Controlling Party Bayer shall have final decision-making authority and shall bear [***]. 10.5.6 For not settle any action brought prosecuted under this Section 10.5 (2.4.6 that would adversely limit the scope of any Patent Enforcement), each Party shall have within the right to be represented by counsel Onyx Developed IP without the prior written consent of its own choice at its own expenseOnyx.

Patent Enforcement. 10.5.1 10.6.1. Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] 10.6.2. Collaborator shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] from making, having made, importing, using, selling, or offering for sale a product that includes a Collaborator Class Compound but not a PD-1 Antagonist or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] In the event that Collaborator fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: (i) [***] ninety (90) days after first being notified or made aware of such Third-Party Infringement; and (ii) [***] thirty (30) days before the expiration date for initiating or defending such action, [***] MSD shall have the right to do so initiate or defend such action at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), [***] 10.6.3. MSD shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] resulting from making, having made, importing, using, selling, or offering for sale a product that includes a PD-1 Antagonist but not a Collaborator Class Compound or to defend any declaratory judgment action relating thereto, at its sole expense. If [***] In the event that MSD fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: (i) [***] ninety (90) days after first being notified or made aware of such Third-Party Infringement; and (ii) [***] thirty (30) days before the expiration date for initiating or defending such action, [***] Collaborator shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the 10.6.4. The Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all [***] Joint Patents and Joint Inventions against any Third-Party Infringement where such Third-Party Infringement results from [***]the development or sale of a product that includes both a PD-1 Antagonist and a Collaborator Class Compound or to defend any declaratory judgment action relating thereto, and shall share the costs and expenses of such actions equally. Notwithstanding the foregoing, either Party [***] shall have the right to opt-out of controlling such legal action by providing written notice to the other Party by the earliest of: (i) [***] ninety (90) days after first being noticed of such Third-Party Infringement; (ii) [***] thirty (30) days before the expiration date for filing such action; (iii) [***] thirty (30) days before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] fifteen (15) days after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 10.6.5. If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”)Joint Patent, the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling first Party reasonable assistance and authority to file and prosecute the suit. The Party being joined bringing suit shall have the right to review bear its own costs and comment onexpenses, and approve, any material submissions to damages or other monetary awards recovered shall be made shared as follows: (i) the amount of such recovery actually received by the Controlling Party controlling such action shall be first applied to the out-of-pocket costs of each Party in connection with such action; and then (ii) any remaining proceeds shall be shared by the Parties in proportion to their relative contributions to the total costs and expenses of the litigation, including, as applicable, any costs and expenses of a proceedingParty to enforce any Collaborator Background Patents or MSD Background Patents. The Controlling Party shall have A settlement or consent judgment or other voluntary final decision-making authority and shall bear [***]. 10.5.6 For any action brought disposition of a suit under this Section 10.5 (Patent Enforcement), each 10.6.5 shall not be entered into without the consent of the Party shall have not bringing the right to be represented by counsel of its own choice at its own expensesuit.

Patent Enforcement. 10.5.1 10.6.1. Each Party shall promptly notify the other of any Third-Party Infringement in any country of which such Party becomes aware. 10.5.2 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), 10.6.2. [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement resulting [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] shall have the right to do so initiate or defend such action at its sole expense. 10.5.3 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), 10.6.3. [***] shall have the first right to initiate, prosecute and control any initiate legal action in consultation with [***] to enforce all Joint Patents and Joint Inventions against Third-Party Infringement [***] or to defend any declaratory judgment action relating thereto, at its sole expense. If In the event that [***] fails to initiate, prosecute, maintain initiate or defend such action by the earlier of: (i) [***] after first being notified or made aware of such Third-Party Infringement; and (ii) [***] before the expiration date for initiating or defending such action, [***] Collaborator shall have the right to do so at its sole expense. 10.5.4 Subject to the Restricted Rights provision of Section 10.3 (Prosecution), the Parties shall cooperate to jointly initiate, prosecute and control any legal action to enforce all 10.6.4. [***] against or to defend any Third-Party Infringement where such Third-Party Infringement results from declaratory judgment action relating thereto, and shall [***]. Notwithstanding the foregoing, either Party [***] shall have the right to opt-out of controlling such legal action by providing written notice to the other Party by the earliest of: (i) [***] after first being noticed of such Third-Party Infringement; (ii) [***] before the expiration date for filing such action; (iii) [***] before the expiration date for filing an answer to a complaint in a declaratory judgment action; and (iv) [***] after notice is received, by one Party from other Party, informing such receiving Party that an application has been filed with the U.S. Food & Drug Administration under Section 351(k) of the U.S. Public Health Services Act (42 U.S.C. § 262(k)) seeking approval of a biosimilar or interchangeable biological product of the MSD Compound (when MSD is notifying party) or the Collaborator Compound (if Collaborator Compound is a biological product and Collaborator is notifying Party), whichever comes first. [***]. 10.5.5 10.6.5. If one Party pursuant to any of Sections 10.5.2, 10.5.3 or 10.5.4 brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***] (“Controlling Party”)], the other Party agrees to be joined as a party plaintiff if requested and to give the Controlling first Party reasonable assistance and authority to file and prosecute the suit. The Party being joined bringing suit shall have the right to review bear its own costs and comment onexpenses, and approve, any material submissions to damages or other monetary awards recovered shall be made by the Controlling Party in connection with such a proceeding. The Controlling Party shall have final decision-making authority and shall bear shared as follows: [***]. 10.5.6 For any action brought . A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5 (Patent Enforcement), each 10.6.5 shall not be entered into without the consent of the Party shall have not bringing the right to be represented by counsel of its own choice at its own expensesuit.