Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED].

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") Patents under which BMS is granted distribution rights hereunder is infringed by a Third Party, BMS shall have the right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party with respect in the name of Sano and/or in the name of BMS, and to any Licensed Technology within the Territory, such Party join Sano as a party plaintiff if required. BMS shall promptly notify the other Party Sano of any such infringement and shall provide such other Party with available evidence keep Sano informed as to the prosecution of any action for such infringement. No settlement, consent judgment or other voluntary final disposition of the suit which adversely affects any Patent may be entered into without the consent of Sano, which consent shall not unreasonably be withheld. (b) Inspire In the event that BMS shall undertake the enforcement and/or defense of any Patent, any recovery of damages by BMS for any such action shall be applied first in satisfaction of any unreimbursed expenses and legal fees of BMS relating to the suit. The balance remaining from any such recovery shall be divided equally between BMS and Sano. (c) In the event that BMS elects not to pursue an action for infringement, upon written notice to Sano by BMS that an unlicensed Third Party is an infringer of a Valid Claim of any Patent for which BMS has been granted distribution rights hereunder, Sano shall have the first rightright and option, but not the dutyobligation, at its cost and expense to initiate infringement litigation and to retain any recovered damages. (d) In any infringement suit either Party may institute to enforce any Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects and, to institute patent infringement actions against Third Parties based on any Licensed Technology 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 the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen shall have the right, but not the duty, to institute such an action connection with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) render- ing cooperation requested hereunder shall be borne paid by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]requesting cooperation.

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "“infringement"”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire Medistem shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen Licensee shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if Medistem has instituted and maintained such action alone, Medistem shall be entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds, but shall pay Medistem a royalty thereon as if such remaining funds constituted Net Revenues; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "“infringement"”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire Medistem shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen Licensee shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if Medistem has instituted and maintained such action alone, Medistem shall be entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

Patent Enforcement. (a) If either any Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology or any Trademark within the Territory, such Party shall promptly notify the other Party Parties and shall provide such other Party Parties with available evidence of such infringement. (b) Inspire The Company shall have the first right, but not the duty, to institute patent or trademark infringement actions against Third Parties based on any Licensed Technology or Trademark in the Territory. If Inspire (or its designee) the Company does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringementinfringement or, Santen in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, ERS shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that ERS may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any Technology or Trademark without the prior written consent of the Company, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Parties reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated. (i) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Party(ies) reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both the Parties for all costs and expenses incurred by by (i) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; (ii) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; or (iii) if the Parties with respect have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]action.

Patent Enforcement. (a) If either any Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology or any Trademark within the Territory, such Party shall promptly notify the other Party Parties and shall provide such other Party Parties with available evidence of such infringement. (b) Inspire The Company shall have the first right, but not the duty, to institute patent or trademark infringement actions against Third Parties based on any Licensed Technology or Trademark in the Territory. If Inspire (or its designee) the Company does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringementinfringement or, Santen in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, ERS shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that ERS may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any Technology or Trademark without the prior written consent of the Company, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Parties reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Confidential treatment requested by Bristol-Myers Squibb Company, Bristol-Myers Squibb Biologics ▇▇▇▇▇▇▇ ▇▇▇ ▇mClone Systems Incorp▇▇▇▇▇▇. (i) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Party(ies) reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both the Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; (ii) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

Patent Enforcement. (a) If either Party learns As soon as it shall have knowledge thereof, Alteon shall promptly advise Genentech of an infringement, unauthorized use, misappropriation or ownership claim or threatened any infringement or other such claim (any of the foregoing, an "infringement") Licensed Patents in the Territory by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire Party. Alteon shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the TerritoryPatent under this Agreement. If Inspire (or its designee) Alteon does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 ninety (90) days after receipt of learning of such infringementnotice from Genentech, Santen Genentech shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Partyaction. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by each Party to the Party instituting the actionextent of their participation therein, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions actions. (b) In any infringement suit either Party may institute to enforce any Licensed Patents pursuant to this Agreement, the other Party shall, at the request of the Party initiating such suit, reasonably cooperate, including making 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 otherwise cooperate in be paid by the institution and prosecution of such actions Party requesting cooperation. (including, without limitation, consenting to being named as a nominal party thereto). c) Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first shared by each Party to reimburse both Parties for all costs and expenses incurred by the extent of their participation therein, or, if the Parties with respect have elected to cooperate in instituting and maintaining such action action, in such proportions as the they may agree on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]in writing.

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "“infringement"”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire Medistem shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen Licensee shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if Medistem has instituted and maintained such action alone, Medistem shall be entitled to retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to retain such remaining funds, but shall pay Medistem a royalty thereon, at the applicable rate for the country in which such action takes place, as if such remaining funds constituted Gross Revenues; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen Kirin shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses (including fees of attorneys and other professionals) incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if Inspire has instituted and maintained such action alone, Inspire shall be entitled to retain such remaining funds; (ii) if Kirin has instituted and maintained such action alone, Kirin shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of such infringement. In addition, Inspire shall promptly notify Genentech in writing when Inspire becomes aware of any infringement action involving any Product in any country outside the Territory. (b) Inspire Genentech shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire (or its designee) Genentech does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 one hundred eighty (180) days of learning of such infringement, Santen Inspire shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in 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, documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto)actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED].

Patent Enforcement. (a) If either Party learns of an infringementPilot, unauthorized usetogether with its Affiliates and sublicensees, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire shall have the first right, but not the dutyobligation, to institute patent infringement actions against Third Parties based on third parties pertaining to any Licensed Technology in Patent and BMS as patent owner agrees to be added as a nominally named party to any such suit to the Territoryextent legally necessary for and only for Pilot to institute or maintain the suit. If Inspire Only if (or its designeea) does Pilot determines not secure actual cessation of such infringement or to institute an any infringement proceeding against such an offending Third Party third party and so notifies BMS in writing or (b) Pilot fails to do so within 180 days of learning of such infringement, Santen following BMS' request to do so shall BMS have the right, but not the dutyobligation, to institute such an action with respect to any infringement by such Third Partyaction. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party party instituting the action, or, if the Parties parties elect jointly to cooperate in instituting institute and maintaining pursue such action, such costs and expenses shall be borne by the Parties parties in such proportions as they may agree in writing. Each Party party shall execute all necessary and proper documents, documents and take such actions as shall be reasonable and appropriate to allow the other Party party to institute and prosecute pursue such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto)actions. Any award paid by Third Parties a third party as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied paid to the party who instituted and pursued such action, or, if both parties instituted and pursued such action, such award shall be first used to reimburse both Parties the parties for all their respective costs and expenses incurred by the Parties with respect to in such action on a pro rata basis andand then allocated between the parties in proportion to their respective economic losses attributable to the infringement, if after such reimbursement any funds shall remain from such awardeconomic losses being (a) in the case of Pilot and its Affiliates and sublicensees, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]lost profits reasonably attributable to the lost sales, and (b) in the case of BMS, lost royalty income.

Patent Enforcement. (a) If either any Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology or any Trademark within the Territory, such Party shall promptly notify the other Party Parties and shall provide such other Party Parties with available evidence of such infringement. (b) Inspire The Company shall have the first right, but not the duty, to institute patent or trademark infringement actions against Third Parties based on any Licensed Technology or Trademark in the Territory. If Inspire (or its designee) the Company does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringementinfringement or, Santen in the event that a Third Party files a paragraph IV certification relating to any Patent pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if the Company does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, ERS shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that ERS may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any Technology or Trademark without the prior written consent of the Company, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Parties reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Confidential treatment requested by ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Company, ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Biologics Company and ImClone Systems Incorporated. (i) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; (ii) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action. (c) ERS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on the use of ERS Inventions which are used in the development, use, manufacture, distribution, promotion and/or sale of Compounds and/or Products in the Field. If ERS does not institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement or, in the event that a Third Party files a paragraph IV certification relating to any ERS Inventions pursuant to 21 U.S.C. ss.355(j)(2)(A)(vii)(IV) of the Hatch/Waxman Act (or any successor statute), if ERS does not institute an infringement proceeding against such Third Party within 30 days of receipt of notice of such paragraph IV certification, the Company shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party; provided that the Company may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely effects any ERS Inventions without the prior written consent of ERS, which will not be unreasonably withheld. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party(ies) to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Each Party prosecuting any such infringement actions shall keep the other Party(ies) reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both the Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if ERS and/or BMS has instituted and maintained such action alone, ERS and/or BMS, as the case may be, shall be entitled to retain such remaining funds; (ii) if the Company has instituted and maintained such action alone, the Company shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.

Patent Enforcement. (a) If either As soon as it shall have knowledge thereof, each Party learns shall promptly advise the other Party of an infringement, unauthorized use, misappropriation or ownership claim or threatened any infringement or other such claim (any of the foregoing, an "infringement") Patents in the Territory by a Third Party with Party. With respect to any Licensed Technology within the TerritoryPatent that is licensed to SGI exclusively under this Agreement, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire SGI shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on Parties. With respect to any Licensed Technology Patent that is licensed to SGI partially exclusively or non-exclusively under this Agreement, BMS shall have the first right, but not the duty, to institute infringement actions against Third Parties; provided, however, that SGI shall have the right, at its sole discretion, to participate therein at its own expense. For so long as SGI shall continue to participate materially in the Territoryany such action, BMS shall consult with SGI and take into account each Party’s relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If Inspire (or its designee) does not secure actual cessation of such infringement or the Party having the first right to institute an infringement proceeding against an offending Third Party does not do so within 180 90 days after receipt of learning of notice from the other Party, such infringement, Santen other Party shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Partyaction. The costs and expenses of any such action (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in 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, documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto)actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first paid to reimburse the Party who instituted and maintained such action, or, if both parties instituted and maintained such action, such award shall be allocated among the Parties for all in proportion to their respective contributions to the costs and expenses incurred by the Parties with respect to in such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]action.

Patent Enforcement. (a) If either As soon as it shall have knowledge thereof, each Party learns shall promptly advise the other Party of an infringement, unauthorized use, misappropriation or ownership claim or threatened any infringement or other such claim (any of the foregoing, an "infringement") Patents in the Territory by a Third Party with Party. With respect to any Licensed Technology within Patent that is licensed to NeoTherapeutics under this Agreement or any Patent claiming or covering an Improvement (regardless of the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence ownership of such infringement. (b) Inspire Patent), NeoTherapeutics shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the TerritoryParties. If Inspire (or its designee) does not secure actual cessation of such infringement or the Party having the first right to institute an infringement proceeding against an offending Third Party does not do so within 180 90 days after receipt of learning of notice from the other Party, such infringement, Santen other Party shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Partyaction. The costs and expenses of any such action (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in 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, documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto)actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first paid to reimburse the Party who instituted and maintained such action, or, if both Parties for all instituted and maintained such action, such award shall be allocated among the Parties in proportion to their respective contributions to the costs and expenses incurred by the Parties with respect to in such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]action.

Patent Enforcement. (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Warp Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. (b) Inspire Genesis shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Patent, Technology in or any Improvement owned solely by Genesis. SVI shall have the Territoryfirst right, but not the duty, to institute patent infringement actions against Third Parties based on any Improvement owned solely by SVI. Both Parties shall have the right, but not the duty, to institute patent infringement actions against Third Parties based on any Joint Improvement owned by Genesis and SVI. If Inspire (or its designee) the Party with the first right does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Santen infringement the other party shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). . (c) Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]: (i) if Genesis has instituted and maintained such action alone, Genesis shall be entitled to retain such remaining funds; (ii) if SVI has instituted and maintained such action alone, SVI shall be entitled to retain such remaining funds; or (iii) if the Parties have cooperated in instituting and maintaining such action, the Parties shall allocate such remaining funds between themselves in the same proportion as they have agreed to bear the expenses of instituting and maintaining such action.