Common use of Patent Matters Clause in Contracts

Patent Matters. (a) As of the Effective Date: (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER in writing prior to the Effective Date, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searches. (iii) SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) of any current action conducted by a Third Party which is or would constitute an infringement of the Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should it later eventuate that any patent or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field in the Territory, then that patent or patent application shall be deemed to be licensed to BAXTXX xx part of the Patent Rights under this Agreement but only to the extent necessary for BAXTER to exercise the license rights granted to it under this Agreement.

Patent Matters. 19.1 ABI will, in a scientifically and commercially reasonable manner, file and prosecute patent applications and maintain patents in the Territory relating to the Technology, the ABI Owned Developments and any improvements made by or on behalf of ABI (a) As of "ABI Developments"). ---------------- 19.2 APP will not attempt to file or prosecute any patent applications or maintain any patent covering the Effective Date: Technology, the ABI Developments, or the ABI Owned Developments except: (i) SANGAMO warrants and represents thatas ABI may, except as SANGAMO otherwise has advised BAXTER in writing prior to the Effective Dateits sole discretion, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; approve in writing; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title event ABI elects to discontinue or abstract, and (B) that it has disclosed to BAXTER all issued patents and published Third Party abandon the prosecution and/or maintenance of any patent applications that have been disclosed to SANGAMO or patent application covering the Technology in the results of such searches. (iii) SANGAMO warrants Territory, it shall provide adequate notice to APP and represents that it has no actual knowledge (without any duty of inquiry) of any current action conducted by a Third Party which is or would constitute an infringement of the Patent Rights in the Field; (iv) BAXTER has had shall give APP the opportunity to review file, continue prosecution of, pay any issuance fee and/or maintain such materials patent application and/or patent at APP's own expense. 19.3 APP may take whatever steps it deems necessary to protect and enforce its rights and interest in APP Owned Developments. ABI will not attempt to ask such questions file or prosecute any patent applications or maintain any patent covering the APP Owned Developments. 19.4 If either Party becomes aware of SANGAMO and its advisorsany Product or activity of any third party that involves or may involve infringement or other violation of any patent relating to the Proprietary Information, as BAXTXX xxxxx xxxessary APP Owned Developments (to the extent related to the Product), ABI Owned Developments, ABI Developments or appropriateother Proprietary Right in the Territory, regarding that Party must promptly notify the Patent Rights. SANGAMO warrants and represents that such materials provided other Party in writing of the infringement or violation. 19.5 ABI will have the first right, but not the obligation, to BAXTER and responses file suit or take other action to such inquiries did not contain prevent the infringement of any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications Technology owned by SANGAMO or licensed ABI related to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field Product in the Territory. Should it later eventuate If ABI takes such action, ABI will control any action undertaken by ABI against an infringer, and ABI may enter into settlements, stipulated judgments or other arrangements respecting the infringement, at its own expense unless the proposed settlements, judgments or arrangements would adversely affect APP, in which case, they will be subject to APP's consent which will not be unreasonably withheld. If ABI takes such action, ABI will defend, indemnify and hold APP harmless from related costs and expenses for such claimed infringement. APP will permit an action to be brought by ABI in APP's name if required by law. APP agrees to provide all assistance that ABI may reasonably require in any patent litigation, including providing written evidence, deposition and trial testimony, for which ABI will pay APP a reasonable hourly rate of compensation, together with reimbursement for out-of-pocket costs. Any damages or patent application, that as of other recovery from an infringement action undertaken by ABI pursuant to this Section 19.5 to enforce ABI's ------------ Proprietary Rights relating to the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field Product sold in the Territory, then that will be used first to reimburse ABI's legal costs and expenses incurred in the action and thereafter any damages or other recovery relating to Products sold by the APP Parties in the Territory will be shared equally with APP. 19.6 If ABI does not, within 90 days after receipt of notice of a patent infringement relating to the use of the Product sold by the APP Parties in the Territory, commence action directed toward restraining or enjoining such patent application infringement, APP may take such legally permissible action as it deems necessary or appropriate to enforce ABI's patent rights and restrain such infringement at its own expense unless the actions would adversely affect ABI, in which case they will be subject to ABI's consent which will not be unreasonably withheld. If APP takes such action, APP will indemnify, defend and hold harmless ABI in respect of any such action. Any damages or other recovery from an infringement action undertaken by APP pursuant to this Section 19.6 to ------------ enforce ABI Proprietary Rights on the Product sold in the Territory, will be first used to reimburse APP's legal costs and expenses incurred in such action and thereafter shared equally with ABI; provided if any portion of such damages or other recovery relate to infringement outside the Territory or Product not sold by the APP Parties in the Territory, such portion shall be deemed paid 100% to be licensed to BAXTXX xx part of ABI. 19.7 Each Party must fully cooperate with the Patent Rights under this Agreement but only other Party bringing any action, including joining as a Party to the extent necessary for BAXTER to exercise suit, if necessary, and also including, without limitation, supplying essential documentary evidence and making essential witnesses then in its employ available. 19.8 If any third party threatens or commences a lawsuit against either Party alleging the license rights granted to Product in any way infringes or otherwise violates any Proprietary Rights of such third party, it under this Agreementshall promptly notify the other Party in writing.

Patent Matters. (a) As RTI shall be responsible for payment of maintenance fees for US Patent [*] that become due after the Effective Date:. (b) If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a third party with respect to Licensor Patent Rights and the Licensor Intellectual Property in the Field, such party shall promptly notify the other party and shall provide such other party with available evidence of such events. (c) RTI shall have the first option to pursue any enforcement or defense of Licensor Patent Rights and the Licensor Intellectual Property against infringement or misappropriation, including defense against a declaratory judgment action alleging invalidity or non-infringement of any of the Licensor Patent Rights and the Licensor Intellectual Property in the Field; provided, that RTI pays all costs and expenses related to the same, keeps Licensor reasonably informed of its progress and provides Licensor with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. RTI shall notify Licensor of its decision to exercise its right to enforce or defend Licensor Patent Rights or Licensor Intellectual Property not later than [*] following its discovery or receipt of notice of the alleged infringement or misappropriation. (d) If (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER in writing prior to the Effective Date, RTI notifies Licensor that it has will not received written notice from any Third Party that any composition, process or use claimed by the enforce Licensor Patent Rights infringes an issued patent of such Third Party; and the Licensor Intellectual Property in accordance with Section 1.2(c); (ii) SANGAMO warrants RTI has exhausted all legal appeals with respect to causing the alleged infringement or misappropriation to cease or causing the person alleging the infringement or misappropriation to forebear, (iii) RTI fails to bring an infringement or misappropriation action within [*] following its discovery or receipt of notice of the alleged infringement or misappropriation or (iv) RTI is not diligently pursuing an infringement or misappropriation action or diligently defending the validity or enforceability of Licensor Patent Rights and represents that the Licensor Intellectual Property at issue, then Licensor shall have the right to pursue the alleged infringer or party responsible for the alleged misappropriation or take control of any action initiated by, or being defended by, RTI at Licensor’s own expense. Notwithstanding the foregoing, if RTI has not initiated an infringement or misappropriation action as described under (Aiii) it has conducted searches above, or ceased to pursue such action, on the advice of public databases outside patent counsel, then Licensor agrees not to initiate such an action without RTI’s prior consent not to be unreasonably withheld or delayed (with the determination of reasonableness taking into account the costs of such litigation, its likelihood for issued patents and published Third Party patent applications that contain success, the words "zinc finger" potential damages or "nucleic acid binding proteins" in the title or abstractsettlement recovery, and (B) that it has disclosed the potential for exposure to BAXTER all issued patents counterclaims and published Third Party patent applications that have been disclosed defenses against RTI with respect to SANGAMO in any RTI Patent Rights with respect to the results applicable Licensed Product). In any such case, RTI will, wherever possible under applicable law, substitute Licensor as party plaintiff for purposes of such searchespursuing any alleged infringer or party responsible for the alleged misappropriation, or as defendant for defending any Licensor Patent Rights or Licensor Intellectual Property. (iiie) SANGAMO warrants Any recovery of damages or other sums recovered in a proceeding or action with regard to Licensor Patent Rights and represents that it has no actual knowledge (without any duty of inquiry) of any current action conducted the Licensor Intellectual Property Rights handled by a Third Party which is or would constitute an infringement of the Patent Rights in the Field; (ivparty pursuant to Section 1.2(c) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should it later eventuate that any patent or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field in the Territory, then that patent or patent application shall be deemed to be licensed to BAXTXX xx part of the Patent Rights under this Agreement but only to the extent necessary for BAXTER to exercise the license rights granted to it under this Agreement.or

Patent Matters. STARBURST ASSET PURCHASE AGREEMENT (a) As of the Effective Date: (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER in writing If at any time prior to the Effective Date, it has fifth (5th) anniversary of the Closing Date the representation and warranty of Sellers set forth in Section 5.8(c) would not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searches. (iii) SANGAMO warrants true and represents that it has no actual knowledge (without any duty of inquiry) of any current action conducted by a Third Party which is or would constitute an infringement of the Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should it later eventuate that any patent or patent application, that correct as of the Effective Date is owned by SANGAMO or licensed Closing Date, including with respect to SANGAMO with a Patent issued to a Seller following the right to grant sublicensesClosing Date, would be infringed in the practice of the such Patent Rights in the Field in the Territoryshall, then that patent or patent application shall on request from Purchaser, be deemed to be licensed to BAXTXX xx part a Licensed Patent as of the Patent Rights under this Agreement but only Closing Date. The foregoing shall be Purchaser's sole and exclusive remedy for any breach of the representation and warranty of Sellers set forth in Section 5.8(c). (b) Each Seller covenants and agrees that at no time prior to the extent necessary for BAXTER fifth anniversary of the Closing Date will it (or its subsidiary, or permitted successor or assign to exercise its license under Section 3.2(a)) bring or assert against Purchaser, its Control Affiliates or any of their respective successors or assigns with respect to the Business, a claim or suit under any Patent acquired by a Seller (or its subsidiary or permitted successor or assign to its license rights granted under Section 3.2(a)) from a third Person after the Closing Date if such Patent (assuming that it was held by Seller as of the Closing Date) would have been infringed by a Sniffer Product as of the Closing or the Business as of the Closing. (c) Purchaser covenants and agrees that at no time prior to the fifth anniversary of the Closing Date will it (or its subsidiary or permitted successor or assign with respect to its license under this AgreementSection 3.1(a)) bring or assert against a Seller, its Control Affiliates or any of their respective successors or assigns with respect to the Retained Business, a claim or suit under any Patent acquired by Purchaser (or its subsidiary or permitted successor or assign with respect to its license under Section 3.1(a)) from a third Person after the Closing Date if such Patent (assuming that it was held by Purchaser as of the Closing Date) would have been infringed by a product or service of the Retained Business as of the Closing or the Retained Business as of the Closing.

Patent Matters. (a) As 5.1 LICENSOR hereby covenants to BARD that, during the term of the Effective Date: this Agreement, LICENSOR, at its expense: (i) SANGAMO warrants shall maintain all issued Letters Patent listed on SCHEDULE E, SCHEDULE F, and represents thatSCHEDULE G, except as SANGAMO otherwise has advised BAXTER in writing prior to the Effective Datewhich are attached hereto and incorporated herein, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; and (ii) SANGAMO warrants shall diligently prosecute all applications for Letters Patent listed on SCHEDULE E, SCHEDULE F and represents that (A) it has conducted searches of public databases for issued patents SCHEDULE G and published Third Party shall maintain all Letters patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstractissuing thereon, and (Biii) shall prepare such other applications for Letters Patent directed toward SUPERSLIP COATING, BIOSTATIC COATING, STAY WET COATING and each NET COATING which LICENSOR deems advisable, shall file such applications in such countries as LICENSOR deems advisable, shall diligently prosecute the same and shall maintain all Letters Patent issuing thereon. 5.2 In the event any party hereto knows or has reason to believe that it has disclosed to BAXTER all any issued patents and published Third Party patent applications that have been disclosed to SANGAMO included in the results PROPRIETARY RIGHTS is being infringed, either directly or indirectly by any third party which is not an AFFILIATE, with respect to the LICENSED APPLICATION, the party possessing such knowledge or belief shall promptly notify the other. In said event, BARD, at its sole cost and expense, shall have the first right, but not the obligation, to attempt to stop any such infringement by taking such action as BARD, in its sole judgment, deems appropriate, including prosecution of a lawsuit. In the event BARD institutes a lawsuit against any such searches. infringer, LICENSOR hereby agrees to be named as a nominal party herein, if required by applicable law. In the last mentioned event, (iiiii) SANGAMO warrants LICENSOR is named as a nominal party, BARD hereby agrees to reimburse LICENSOR for reasonable attorneys' fees incurred by LICENSOR incident to its being named a nominal party within thirty (30) days of BARD's receipt of documentation supporting such fees. The parties hereby agree that all recoveries and represents awards that it has no actual knowledge (without any duty of inquiry) may be obtained as a result of any current action conducted taken by a Third Party which is or would constitute an infringement BARD with respect to any such infringement, including any settlement thereof, shall be the sole and exclusive property of BARD. In the Patent Rights event BARD fails to take any action against the alleged infringer within sixty (60) business days of issuance of any notice referred in the Field; (iv) BAXTER has had first sentence of this Section 5.2, LICENSOR, thereafter, shall have the opportunity right, but not the obligation, at its sole cost and expense, to review attempt to stop such materials and to ask alleged infringement by taking such questions of SANGAMO and action as LICENSOR, in its advisorssole judgment, as BAXTXX xxxxx xxxessary or deems appropriate, regarding the Patent Rightsincluding prosecution of a lawsuit. SANGAMO warrants The parties hereby agree that all recoveries and represents awards that such materials provided to BAXTER and responses may be obtained as a result of any action taken by LICENSOR with respect to such inquiries did not contain alleged infringement, including any untrue statement settlement thereof, shall be the sole and exclusive property of a (v) SANGAMO warrants and represents LICENSOR, it being expressly agreed that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with LICENSOR shall have the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should settle any such action on such terms as it later eventuate that any patent or patent applicationdeems appropriate, that as of the Effective Date provided such settlement is owned by SANGAMO or licensed to SANGAMO not inconsistent with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field in the Territory, then that patent or patent application shall be deemed to be licensed to BAXTXX xx part of the Patent Rights under this Agreement but only to the extent necessary for BAXTER to exercise the license rights herein granted to it under this AgreementBARD.

Patent Matters. (a) As of the Effective Date: (i) SANGAMO MAYO warrants and represents that, except as SANGAMO otherwise : (a) It owns or has advised BAXTER in writing prior a license to the Effective Date, Licensed Rights and Licensed Know-How and that it has not made any commitments to others regarding the Licensed Rights and/or Licensed Know-How in the Field of Use that would conflict with the rights granted to the Company hereunder. (b) It has not received written notice from any Third Party third party that any composition, process or use claimed by the Patent Licensed Rights infringes an issued patent of such Third Party; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searchesthird party. (iiic) SANGAMO warrants and represents that it It has no actual knowledge (without any duty of inquiry) of any current action conducted by a Third Party third party which is or would constitute an infringement of the Patent Licensed Rights in the Field;Field of Use. (ivd) BAXTER has had To its knowledge the opportunity to review such materials Licensed Rights permit the manufacture, use, sale and to ask such questions importation of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding Licensed Products without infringement upon registered rights of any third party within the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement United States of aAmerica. (ve) SANGAMO warrants and represents that it It has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO MAYO or licensed to SANGAMO MAYO with the right to grant sublicenses which would be infringed in the practice of the Patent Licensed Rights in the Field of Use in the Territory. Should it later eventuate that any patent Territory or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice manufacture, use, sale and importation of Licensed Products. (f) The rights in and to the Patent Licensed Rights and Licensed Know-How granted to the Company under this contract are free and clear of liens, claims and encumbrances of any third parties claiming by, through or under MAYO. Except as expressly provided in this contract, nothing shall be construed as: (a) a warranty or representation by MAYO as to the validity or scope of any patents contained in the Field in the TerritoryLicensed Rights; (b) an obligation to bring or to prosecute actions against third parties for infringement of patent; or (c) conferring by implication, then that patent estoppel, or patent application shall be deemed to be licensed to BAXTXX xx part otherwise any patents of the Patent Rights under this Agreement but only to the extent necessary for BAXTER to exercise the license rights granted to it under this AgreementMAYO.

Patent Matters. (a) As between the Parties, Xxxxxxxxxxx shall exclusively control all patent and trademark matters relating to the Licensed IP worldwide, including registration, prosecution, defense and maintenance thereof. (b) Baylor shall reimburse Bellerophon for the costs and expenses incurred by Xxxxxxxxxxx in registration, prosecution, defense and maintenance of the Effective Date:Licensed IP within the Territory following completion of the Rebuild Trial, provided that Bellerophon shall provide Baylor with reasonable documentation of such costs and expenses. (c) During the Term and thereafter, Baylor shall prosecute and maintain patent applications and patents claiming or covering Licensed Foreground IP outside the Territory in accordance with Xxxxxxxxxxx’s instructions and requests, and Xxxxxxxxxxx will reimburse Baylor the costs and expenses for such patent prosecution matters. During the Term and thereafter, Xxxxxxxxxxx shall prosecute and maintain patent applications and patents claiming or covering Foreground Intellectual Property Rights licensed to Baylor hereunder within the Territory in accordance with Baylor’s instructions and requests, and Baylor will reimburse Bellerophon the costs and expenses for such patent prosecution matters following completion of the Rebuild Trial. (d) Each Party shall have the exclusive right at its expense to prepare, file, prosecute, own, maintain, assign, transfer, or license and defend its Foreground Intellectual Property Rights throughout the world; provided, however, that during the Term and thereafter Bellerophon shall have the first right, but not the obligation, to defend and enforce Licensed Foreground IP within the INO Business outside of the Territory and in the Ikaria NO Business throughout the world (in each case subject to its obligations to Ikaria, and Xxxxxx’s rights, under Section 9.1.3 of the Upstream License Agreement), and Baylor shall reasonably cooperate with Bellerophon in such efforts, including, at Bellerophon’s expense, joining any action as a party-plaintiff if requested by Xxxxxxxxxxx. (e) Each Party shall, and shall cause its Affiliates and representatives to, provide all reasonable assistance and cooperation in connection with the other Party’s prosecution and maintenance activities under this Section 6.3, including by making its employees, agents, and independent contractors reasonably available and executing any necessary documents or instruments. (f) As between the Parties, Xxxxxxxxxxx shall have the sole right, but not the obligation, to defend and control the defense of the validity and/or enforceability of the Licensed IP worldwide, including any inter partes review, post-grant review, and any other post-grant proceedings, including reexamination, reissue, opposition, revocation and other similar proceedings, and Baylor shall not have the right to defend any of the Licensed IP without Bellerophon’s prior written consent. (g) Baylor shall, as soon as reasonably practicable but in any event within thirty (30) days, provide Bellerophon with written notice reasonably detailing any known or alleged infringement or misappropriation by a Third Party of the Licensed IP, and shall notify Bellerophon of any known filings or submissions within the Territory seeking to challenge or invalidate the Licensed IP and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of the Licensed IP, in each case, as soon as reasonably practicable but in any event within seven (7) days. (h) With respect to any actual or suspected infringement of the Ikaria IP by a Third Party, Xxxxxx shall have the exclusive right, but not the obligation, to initiate a legal action against such Third Party with respect to such infringement, and Baylor may not initiate any such action without Bellerophon and Xxxxxx’s prior written consent. Upon request by Baylor, Xxxxxxxxxxx agrees to use its Best Endeavors to request Xxxxxx to take legal actions against such actual or suspected infringement of the Ikaria IP; provided that such infringement has or will adversely impact the Development or Commercialization of the Products in the Territory. (i) SANGAMO warrants With respect to Licensed IP other than Ikaria IP (“Bellerophon IP”), the Parties shall consult and represents thatcooperate fully to determine a course of action, except as SANGAMO otherwise has advised BAXTER in writing prior to including the Effective Date, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent commencement of such Third Party; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searches. (iii) SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) of any current legal action conducted by a Third Party which is Party, to terminate infringement or would constitute an infringement misappropriation of the Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field Bellerophon IP in the Territory. Should it later eventuate that Baylor, upon notice to Bellerophon, shall have the first right, but not the obligation, to initiate and prosecute such legal action within the Licensed Field in the Territory at its own expense, or to control the defense of any patent declaratory judgment action relating to Bellerophon IP. Baylor shall obtain Bellerophon’s prior written consent prior to settling or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with compromising any such defense. Each Party shall have the right to grant sublicensesbe represented by counsel of its own choice in such action. Baylor shall bear the cost of any such proceedings or claims initiated by itself. Bellerophon shall, would be infringed at Baylor’s expense, provide reasonably necessary assistance that Baylor may reasonably require from time to time in the practice conduct of such claims or proceedings, but Bellerophon is not required to join as a party plaintiff without its prior written consent. Baylor will keep Xxxxxxxxxxx regularly informed of the Patent status and progress of such enforcement efforts and will reasonably consider Xxxxxxxxxxx’s comments on any such efforts, including determination of litigation strategy and filing of material papers, and providing copies of all material documents received, prepared and filed in connection with any such action, and shall consult with to determine a course of action with respect to any defense of the validity and/or enforceability of any Bellerophon IP and shall consider in good faith all reasonable comments, requests, and suggestions provided by with respect thereto. The non-enforcing Party will be entitled to separate representation in such matter by counsel of its own choice and at its own expense. Baylor will not settle any claim, suit, or action in any manner that would limit the rights of Bellerophon or Ikaria or impose any obligation on Bellerophon or Ikaria, without the prior written consent of Bellerophon. Recoveries received by Baylor in such action shall be first used to reimburse Bellerophon’s costs and expenses incurred in providing such assistance. (j) Each Party shall promptly notify the other Party upon becoming aware of any actual or threatened claim that Baylor’s Development, manufacture, or Commercialization of any Product infringes or misappropriates the Intellectual Property Rights of a Third Party in the Field Territory (“Third Party IP Claim”). In all cases, Baylor may defend itself from any such Third Party IP Claim brought against Baylor or its Affiliates or sub-licensees at its own expense and with counsel of its choosing. Each Party shall keep the other Party reasonably informed of all material developments in connection with any Third Party IP Claim, and the Territoryother Party shall consult with and offer reasonable assistance to the Party defending against such Third Party IP Claim, then that patent or patent application shall at the defending Party’s cost and expense. (k) All information exchanged between the Parties regarding the prosecution, maintenance, enforcement and defense of the Licensed IP will be deemed to be licensed to BAXTXX xx part Confidential Information of the disclosing Party. In addition, the Parties acknowledge and agree that, with regard to such prosecution, maintenance, enforcement and defense, the interests of the Parties as licensors and/or licensees are to, for their mutual benefit, obtain patent protection and plan patent defense against potential patentability/invalidity challenges or infringement activities by Third Parties, and as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning Patent Rights under this Agreement but only Section 6.3, including privilege under the common interest doctrine and similar or related doctrines. Notwithstanding anything to the contrary in this Agreement, to the extent necessary for BAXTER a Party has a good faith belief that any information required to exercise be disclosed by such Party to the license rights granted to it other Party under this AgreementSection 6.3 is protected by attorney-client privilege or any other applicable legal privilege or immunity, such Party shall not be required to disclose such information and the Parties shall in good faith cooperate to agree upon a procedure (which may include entering into a specific common interest agreement, disclosing such information on a “for counsel eyes only” basis or similar procedure) under which such information may be disclosed without waiving or breaching such privilege or immunity. (l) For the avoidance of doubt and notwithstanding anything to the contrary herein, Baylor may not admit invalidity or unenforceability of any of the Licensed IP or take any action that could impair the validity or enforceability of the Licensed IP, or that could impair Xxxxxxxxxxx’s or Xxxxxx’s rights thereto.

Patent Matters. (a) As RTI shall be responsible for payment of maintenance fees for US Patent [*] that become due after the Effective Date:. (b) If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a third party with respect to Licensor Patent Rights and the Licensor Intellectual Property in the Field, such party shall promptly notify the other party and shall provide such other party with available evidence of such events. (c) RTI shall have the first option to pursue any enforcement or defense of Licensor Patent Rights and the Licensor Intellectual Property against infringement or misappropriation, including defense against a declaratory judgment action alleging invalidity or non-infringement of any of the Licensor Patent Rights and the Licensor Intellectual Property in the Field; provided, that RTI pays all costs and expenses related to the same, keeps Licensor reasonably informed of its progress and provides Licensor with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. RTI shall notify Licensor of its decision to exercise its right to enforce or defend Licensor Patent Rights or Licensor Intellectual Property not later than [*] following its discovery or receipt of notice of the alleged infringement or misappropriation. (d) If (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER in writing prior to the Effective Date, RTI notifies Licensor that it has will not received written notice from any Third Party that any composition, process or use claimed by the enforce Licensor Patent Rights infringes an issued patent of such Third Party; and the Licensor Intellectual Property in accordance with Section 1.2(c); (ii) SANGAMO warrants RTI has exhausted all legal appeals with respect to causing the alleged infringement or misappropriation to cease or causing the person alleging the infringement or misappropriation to forebear, (iii) RTI fails to bring an infringement or misappropriation action within [*] following its discovery or receipt of notice of the alleged infringement or misappropriation or (iv) RTI is not diligently pursuing an infringement or misappropriation action or diligently defending the validity or enforceability of Licensor Patent Rights and represents that the Licensor Intellectual Property at issue, then Licensor shall have the right to pursue the alleged infringer or party responsible for the alleged misappropriation or take control of any action initiated by, or being defended by, RTI at Licensor’s own expense. Notwithstanding the foregoing, if RTI has not initiated an infringement or misappropriation action as described under (Aiii) it has conducted searches above, or ceased to pursue such action, on the advice of public databases outside patent counsel, then Licensor agrees not to initiate such an action without RTI’s prior consent not to be unreasonably withheld or delayed (with the determination of reasonableness taking into account the costs of such litigation, its likelihood for issued patents and published Third Party patent applications that contain success, the words "zinc finger" potential damages or "nucleic acid binding proteins" in the title or abstractsettlement recovery, and (B) that it has disclosed the potential for exposure to BAXTER all issued patents counterclaims and published Third Party patent applications that have been disclosed defenses against RTI with respect to SANGAMO in any RTI Patent Rights with respect to the results applicable Licensed Product). In any such case, RTI will, wherever possible under applicable law, substitute Licensor as party plaintiff for purposes of such searchespursuing any alleged infringer or party responsible for the alleged misappropriation, or as defendant for defending any Licensor Patent Rights or Licensor Intellectual Property. (iiie) SANGAMO warrants Any recovery of damages or other sums recovered in a proceeding or action with regard to Licensor Patent Rights and represents that it has no actual knowledge (without any duty of inquirythe Licensor Intellectual Property Rights handled by a party pursuant to Section 1.2(c) or Section 1.2(d) shall be applied first in satisfaction of any current action conducted by a Third Party which is or would constitute an infringement unreimbursed expenses and legal fees of the party bringing or defending the proceeding or action (the “Acting Party”) and next, if applicable, in satisfaction of the costs and expenses incurred by the other party in connection therewith, including reasonable attorneys’ fees involved in the prosecution and/or defense of any proceeding or action and, if after such reimbursement any funds shall remain from such damages or other sums recovered, the remaining recovery shall be retained one hundred percent (100%) by the Acting Party. No settlement, consent judgment or other voluntary final disposition of any suit regarding Licensor Patent Rights in and the Field;Licensor Intellectual Property may be entered into without the consent of the other party, which consent shall not be unreasonably withheld. (ivf) BAXTER has had In any infringement or misappropriation suit that either party may institute to enforce Licensor Patent Rights and the opportunity to review such materials Licensor Intellectual Property, or in any declaratory judgment action alleging invalidity, non‑infringement or non-misappropriation of any Licensor Patent Rights and to ask such questions of SANGAMO the Licensor Intellectual Property brought against Licensor or RTI, the other party shall, at the request and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice expense of the Patent Rights party initiating or defending the suit or action, cooperate and assist in all reasonable respects, having its employees testify when requested and making available relevant records, papers, information, specimens and the Field in like. In addition, upon the Territory. Should it later eventuate that any patent reasonable request of the party instituting an action under this Section 1.2, or patent applicationif required by applicable law, the other party shall join such action and shall be represented using counsel of its own choice, at the requesting party’s expense; provided, that as if RTI does not initiate an action hereunder on the advice of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field in the Territoryoutside patent counsel, then that patent or patent application Licensor may not require RTI to join such action but Licensor may have RTI join such action as an involuntary party, but RTI shall not be deemed required to be licensed to BAXTXX xx part of the Patent Rights under this Agreement but only to the extent necessary for BAXTER to exercise the license rights granted to it under this Agreementparticipate in such action.

Patent Matters. (a) As of Licensor retains the Effective Date: (i) SANGAMO warrants sole right and represents that, except as SANGAMO otherwise has advised BAXTER in writing prior discretion to file and prosecute any foreign or US patent applications and maintain patents relating to the Effective Date, it has not received written notice from Licensed Patents or any Third Party that improvements made by Licensor. Licensor will provide any composition, process status reports or use claimed by the Patent Rights infringes an issued patent of such Third Party; (ii) SANGAMO warrants and represents that (A) it has conducted searches of public databases for issued patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, and (B) that it has disclosed other information relating to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searches. (iii) SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) of any current action conducted by a Third Party which is or would constitute an infringement of the Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications that licensee requests in writing. Unless agreed otherwise in writing, in advance, Licensee will not file, apply for or prosecute any foreign patents corresponding to the Licensed Patents. Any improvements to any technology expressly claimed by the Licensed Patents (whether or not patentable or copyrightable) will be owned solely by SANGAMO Licensor. If either party becomes aware of any product or licensed activity of any third party that involves infringement or violation of any Licensed Patents or other proprietary right of Licensor, then such party will promptly notify the other party in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate. If Licensor elects to SANGAMO take action, Licensee will fully cooperate therewith at Licensee's expense. If Licensor initiates and prosecutes any such action under this Section 5, all amounts received will first be used to reimburse Licensor's legal expense (including court costs and attorney's fees) and Licensor will be entitled to (a) 50% of all amounts awarded by way of judgment, settlement or compromise if the amounts received are in compensation for lost reasonable royalties or (b) 10% of any amounts received that are compensation for Licensee's lost profits on sales of products or technology and in either such case the remainder will be paid to Licensee. If Licensor elects not to take any action in connection with such infringement or violation, Licensee may, on Licensor's behalf and as exclusive licensee, initiate action to enforce the right rights granted hereunder. In such events, (i) Licensor agrees to grant sublicenses which would appoint Licensee as its lawful attorney in fact with full power to prosecute such action, (ii) Licensee will bear the costs of such action and (iii) any amounts received will first be infringed used to reimburse Licensee's legal expenses and the remaining portion will be allocated 90% to Licensee and 10% to Licensor. Licensee understands that Licensor has not conducted comprehensive patent searches in all countries. Licensor and Licensee will work cooperatively regarding issues concerning patents and proprietary rights and similar matters and to exercise reasonable business judgment in carrying out the practice objects of the Patent Rights in the Field in the Territory. Should it later eventuate that any this Agreement to avoid exposing either party to liability under patent or patent application, similar laws in any country. Licensee represents and warrants that as it is not aware of the Effective Date is owned infringement or potential infringement by SANGAMO or licensed any third parties that have not been communicated to SANGAMO with the right to grant sublicenses, would be infringed Licensor in the practice writing before execution of the Patent Rights in the Field in the Territory, then that patent or patent application shall be deemed to be licensed to BAXTXX xx part of the Patent Rights under this Agreement but only to the extent necessary for BAXTER to exercise the license rights granted to it under this Agreement.

Patent Matters. (a) As of 10.1 Licensor retains the Effective Date: sole right and discretion, but not obligation, to file and prosecute patent applications and maintain patents in the Territory relating to the Technology or any improvements made by Licensor. At Licensee’s request while Licensee remains an exclusive licensee hereunder, Licensor will discuss its decisions on these matters with Licensee, but Licensee will not attempt to file or prosecute any such patent applications or maintain any such patent (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER Licensor may, at its sole discretion, approve in writing prior to the Effective Date, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; and (ii) SANGAMO warrants except that Licensee may continue maintenance of licensed patents issued in the Territory if Licensor elects not to do so. Any improvements to Technology (whether or not patentable or copyrightable) that either party develops shall be owned solely by such party. Such party shall have the right, at its own expense and represents that (A) it has conducted searches of public databases for issued solely in its own name, to apply for, prosecute and defend its Proprietary Rights with respect thereto. Licensor’s existing relevant patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, Territory are listed on Exhibit C. Licensee agrees to place on all Products in a proper manner all reasonable patent and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searchesapplication markings requested by Licensor. (iii) SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) 10.2 If Licensee becomes aware of any current action conducted by a Third Party which is product or would constitute an activity of any third party that involves infringement or violation of the Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should it later eventuate that any Licensor patent or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field other Proprietary Right in the Territory, then Licensee shall promptly notify Licensor in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate; if Licensor elects to take action, Licensee will fully cooperate therewith at Licensor’s expense, including joining as a party, if necessary. If Licensor does not, within 90 days after receipt of such a notice of a patent infringement within the scope of the then remaining exclusivity of Licensee’s license hereunder, commence action directed toward restraining or enjoining such patent infringement, Licensee, so long as such exclusivity remains in effect, may take such legally permissible action as it deems necessary or appropriate to enforce Licensor’s patent rights and restrain such infringement. Licensor agrees to cooperate reasonably in any such action Licensee initiates or wishes to initiate, including, without limitation, supplying essential documentary evidence and making essential witnesses then in Licensor’s employment available. As part of such cooperation, Licensee may join or include Licensor as a party, if the need arises, although such joinder or inclusion shall be entirely at Licensee’s expense. Licensee will indemnify Licensor for any third- party damages, as well as Licensor’s expenses, costs and attorneys’ fees, in connection with Licensee’s actions under this Section 10.2. Nothing in this Section 10.2 allows Licensee or requires Licensor to disclose Proprietary Information of Licensor. If Licensor initiates and prosecutes any such an action under this Section 10.2, all legal expense (including court costs and attorneys’ fees) shall be borne by Licensor and Licensor shall be entitled to all amounts awarded by way of judgment, settlement or compromise. Similarly, if Licensee initiates and prosecutes such an action, all legal expenses (including court costs and attorneys’ fees) shall be borne by Licensee and Licensee shall be entitled to all amounts awarded by way of judgment, settlement, or compromise. 10.3 Licensee understands that Licensor has not conducted comprehensive patent searches in all of the countries in the Territory. Licensor and Licensee agree to work cooperatively regarding issues concerning patents and Proprietary Rights and similar matters and to exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or patent application shall be deemed to be licensed to BAXTXX xx part similar laws in any of the Patent Rights under this Agreement but only countries in the Territory. Each party represents and warrants that it is not aware of infringement or potential infringement issues that have not been communicated to the extent necessary for BAXTER to exercise the license rights granted to it under other in writing before execution of this Agreement.

Patent Matters. (a) As of 10.1 Licensor retains the Effective Date: sole right and discretion, but not obligation, to file and prosecute patent applications and maintain patents in the Territory relating to the Technology or any improvements made by Licensor. At Licensee’s request while Licensee remains an exclusive licensee hereunder, Licensor will discuss its decisions on these matters with Licensee, but Licensee will not attempt to file or prosecute any such patent applications or maintain any such patent (i) SANGAMO warrants and represents that, except as SANGAMO otherwise has advised BAXTER Licensor may, at its sole discretion, approve in writing prior to the Effective Date, it has not received written notice from any Third Party that any composition, process or use claimed by the Patent Rights infringes an issued patent of such Third Party; and (ii) SANGAMO warrants except that Licensee may continue maintenance of licensed patents issued in the Territory if Licensor elects not to do so. Any improvements to Technology (whether or not patentable or copyrightable) that either party develops shall be owned solely by such party. Such party shall have the right, at its own expense and represents that (A) it has conducted searches of public databases for issued solely in its own name, to apply for, prosecute and defend its Proprietary Rights with respect thereto. Licensor’s existing relevant patents and published Third Party patent applications that contain the words "zinc finger" or "nucleic acid binding proteins" in the title or abstract, Territory are listed on Exhibit C. Licensee agrees to place on all Products in a proper manner all reasonable patent and (B) that it has disclosed to BAXTER all issued patents and published Third Party patent applications that have been disclosed to SANGAMO in the results of such searchesapplication markings requested by Licensor. (iii) SANGAMO warrants and represents that it has no actual knowledge (without any duty of inquiry) 10.2 If Licensee becomes aware of any current action conducted by a Third Party which is product or would constitute an activity of any third party that involves infringement or violation of the Patent Rights in the Field; (iv) BAXTER has had the opportunity to review such materials and to ask such questions of SANGAMO and its advisors, as BAXTXX xxxxx xxxessary or appropriate, regarding the Patent Rights. SANGAMO warrants and represents that such materials provided to BAXTER and responses to such inquiries did not contain any untrue statement of a (v) SANGAMO warrants and represents that it has reviewed its intellectual property portfolio and believes that there are no other patents or patent applications owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses which would be infringed in the practice of the Patent Rights in the Field in the Territory. Should it later eventuate that any Licensor patent or patent application, that as of the Effective Date is owned by SANGAMO or licensed to SANGAMO with the right to grant sublicenses, would be infringed in the practice of the Patent Rights in the Field other Proprietary Right in the Territory, then Licensee shall promptly notify Licensor in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate; if Licensor elects to take action, Licensee will fully cooperate therewith at Licensor’s expense, including joining as a party, if necessary. If Licensor does not, within 90 days after receipt of such a notice of a patent infringement within the scope of the then remaining exclusivity of Licensee’s license hereunder, commence action directed toward restraining or enjoining such patent infringement, Licensee, so long as such exclusivity remains in effect, may take such legally permissible action as it deems necessary or appropriate to enforce Licensor’s patent rights and restrain such infringement. Licensor agrees to cooperate reasonably in any such action Licensee initiates or wishes to initiate, including, without limitation, supplying essential documentary evidence and making essential witnesses then in Licensor’s employment available. As part of such cooperation, Licensee may join or include Licensor as a party, if the need arises, although such joinder or inclusion shall be entirely at Licensee’s expense. Licensee will indemnify Licensor for any third-party damages, as well as Licensor’s expenses, costs and attorneys’ fees, in connection with Licensee’s actions under this Section 10.2. Nothing in this Section 10.2 allows Licensee or requires Licensor to disclose Proprietary Information of Licensor. If Licensor initiates and prosecutes any such an action under this Section 10.2, all legal expense (including court costs and attorneys’ fees) shall be borne by Licensor and Licensor shall be entitled to all amounts awarded by way of judgment, settlement or compromise. Similarly, if Licensee initiates and prosecutes such an action, all legal expenses (including court costs and attorneys’ fees) shall be borne by Licensee and Licensee shall be entitled to all amounts awarded by way of judgment, settlement, or compromise. 10.3 Licensee understands that Licensor has not conducted comprehensive patent searches in all of the countries in the Territory. Licensor and Licensee agree to work cooperatively regarding issues concerning patents and Proprietary Rights and similar matters and to exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or patent application shall be deemed to be licensed to BAXTXX xx part similar laws in any of the Patent Rights under this Agreement but only countries in the Territory. Each party represents and warrants that it is not aware of infringement or potential infringement issues that have not been communicated to the extent necessary for BAXTER to exercise the license rights granted to it under other in writing before execution of this Agreement.