Common use of PATENTS; PROSECUTION AND LITIGATION Clause in Contracts

PATENTS; PROSECUTION AND LITIGATION. 11.1 Corixa shall have the right and the obligation to prosecute and maintain all Corixa Patents and Joint Patents as provided in this Section 11 and shall do so in a timely manner. Corixa shall disclose in writing at least once per year to ZKC the complete texts of all Corixa Patents and Joint Patents as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed herein. Corixa agrees to keep ZKC promptly and fully informed of the course of patent prosecution or other proceedings including by providing ZKC with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in the Territory. ZKC shall hold all information disclosed to it under this Section 11 as confidential information under Section 12. ZKC shall reimburse Corixa for all prior reasonable and documented costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982. All expenses to be paid or reimbursed by ZKC pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(ies), Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. 11.2 In the event Corixa finally abandons any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC and ZKC shall have the right at -------- * Confidential treatment requested. its own expense to assume all rights to any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) of such abandoned patent or part of a patent. 11.3 In the event of the initiation of any suit by a Third Party against Corixa Corporation, Zenyaku Kogyo Co., Ltd. or any Affiliate of either for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, shall have the obligation to defend such suit at its own expense. ZKC shall assist and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKC's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheld. (a) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field in the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with Corixa or such Third Party licensor, as applicable, in any such action at Corixa's and/or such Third Party licensor's request and expense. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringer, Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving [*] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess. 11.6 The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 (a) Corixa shall have the right and the obligation to prosecute and maintain all Corixa Patents and Joint Research Program Patents as provided in this Section 11 and shall do so in a timely manner. Corixa shall disclose in writing at least once per year to ZKC SB the complete texts of all patents and patent applications filed by Corixa which relate to any Product (including Corixa Patents and Joint Patents Research Program Patents) as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed hereinherein anywhere in the Territory. SB shall have the right to review all such pending applications and other proceedings and make recommendations to Corixa concerning them and their conduct. Corixa agrees to keep ZKC SB promptly and fully informed of the course of patent prosecution or other proceedings including by providing ZKC SB with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in offices throughout the Territory. ZKC Corixa shall provide such patent consultation to SB at no cost to SB. SB shall hold all information disclosed to it under this Section 11 as confidential information under Section 12confidential. ZKC SB shall reimburse Corixa for all prior reasonable and documented costs for incurred by Corixa prior to the Effective Date in connection with the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field and for all reasonable and documented costs for incurred by Corixa during the term of this Agreement in connection with the filing, prosecution and maintenance of the Corixa Patents and/or the Joint Research Program Patents up to an amount of [***] per year to the extent same are not already reimbursed by SB to Corixa pursuant to the Breast Cancer Collaboration and Joint Patents in the Licensed Field Licence Agreement of even date herewith. Any such costs incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982. All expenses to be paid or reimbursed by ZKC pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(ies), Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for connection with the filing, prosecution and maintenance solely of Corixa Patents and/or Joint Research Program Patents in excess of said [***] shall be reimbursed by SB to Corixa only if they have been specifically approved and authorized by the territory that is Joint Research Team, in its reasonable discretion, and if they are reasonable and documented. In determining whether to approve such additional expenses, the subject of such sublicense(s) Joint Research Team shall apply reasonable standards taking into consideration the norms of the ZKC Patents biotech industry in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Fieldgeneral. 11.2 (b) In the event Corixa intends to finally abandons abandon any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC SB and ZKC SB shall have the right at -------- * Confidential treatment requested. its own expense to assume all rights to responsibility for any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) of such abandoned patent or part of a patent. 11.3 (c) In the event of the initiation of any suit by a Third Party against Corixa CorporationCorixa, Zenyaku Kogyo Co., Ltd. SB or any Affiliate the Affiliates of either for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field anywhere in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, SB shall have the right but not the obligation to defend such suit at its own expense. ZKC Corixa and SB shall assist one another and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKCthe other's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect without expense to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheldrequesting party. (ad) Subject to subparagraph (f) herebelow, in the event of any threat or initiation of any legal action by a Third Party challenging the validity of any patent covered by this Agreement, Corixa shall have, at its own expense, the control over the conduct and defense of such action in case it is directed against Corixa Patents and SB shall have, at its own expense, the control over the conduct and defense of any such action directed against SB Patents and the first right to control, at its own expense, the conduct and defense of any such action directed against Joint Research Program Patents. If SB elects not to conduct and defend such action directed against Joint Research Program Patents, Corixa shall have the right to do it at its own expense. (e) In the event that Corixa or ZKC SB becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field Products anywhere in the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement SB shall have the first right but not the obligation to bring an infringement action against any alleged infringer Third Party and to use Corixa's name in connection therewith. If SB does not commence a particular infringement action within ninety (90) days, Corixa, after notifying SB in writing, shall be entitled to bring such infringement action at its sole cost and own expense. The party conducting such action shall have full control over its conduct, provided that in the case Corixa is leading the action it may not enter into any settlement related to infringement in the Territory without ZKCSB's written consent which consent shall not be unreasonably withheld or delayedconsent. ZKC In any event, Corixa and SB shall assist one another and cooperate with Corixa or such Third Party licensor, as applicable, in any such action litigation at Corixa's and/or such Third Party licensorthe other's request without expense to the requesting party. (f) Corixa and expenseSB shall recover their respective actual out-of-pocket expenses, or equitable proportions thereof, associated with any litigation or settlement thereof from any recovery made by any party. In the event that ZKC and/orSB takes responsibility for such actions, at ZKC's sole discretion, ZKC's Third Party licensor with respect to it shall bear [***] of the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringer, expenses other than out-of-pocket expenses and Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. The party conducting such action shall have full control over its conductbear the remaining [***], provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall remaining share of the expenses do not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes exceed [***] of such expenses, any such royalties owed to Corixa by SB. Any excess recovery amount shall be shared between ZKC SB and Corixa, with ZKC SB receiving [***] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess. In the event Corixa takes responsibility for such actions, Corixa will undertake all actions at its own entire expense and recover [***]of any excess. 11.6 (g) The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 (a) Corixa shall have the right and the obligation to prosecute and maintain all Corixa Patents and Joint Research Program Patents as provided in this Section 11 and shall do so in a timely manner. Corixa shall disclose in writing at least once per year to ZKC SB the complete texts of all patents and patent applications filed by Corixa which relate to any Product (including Corixa Patents and Joint Patents Research Program Patents) as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed hereinherein anywhere in the Territory. SB shall have the right to review all such pending applications and other proceedings and make recommendations to Corixa concerning them and their conduct. Corixa agrees to keep ZKC SB promptly and fully informed of the course of patent prosecution or other proceedings including by providing ZKC SB with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in offices throughout the Territory. ZKC Corixa shall provide such patent consultation to SB at no cost to SB. SB shall hold all information disclosed to it under this Section 11 as confidential information under Section 12confidential. ZKC SB shall reimburse Corixa for all prior reasonable and documented costs for incurred by Corixa prior to the Effective Date in connection with the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field and for all reasonable and documented costs for incurred by Corixa during the term of this Agreement in connection with the filing, prosecution and maintenance of the Corixa Patents and and/or the Joint Research Program Patents in the Licensed Field up to an amount of [***] per year. Any costs incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982. All expenses to be paid or reimbursed by ZKC pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(ies), Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for connection with the filing, prosecution and maintenance solely of Corixa Patents and/or Joint Research Program Patents in excess of said [***] shall be reimbursed by SB to Corixa only if they have been specifically approved and authorized by the territory that is Joint Research Team, in its reasonable discretion, and if they are reasonable and documented. In determining whether to approve such additional expenses, the subject of such sublicense(s) Joint Research Team shall apply reasonable standards taking into consideration the norms of the ZKC Patents biotech industry in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Fieldgeneral. 11.2 (b) In the event Corixa intends to finally abandons abandon any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC SB and ZKC SB shall have the right at -------- * Confidential treatment requested. its own expense to assume all rights to responsibility for any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) of such abandoned patent or part of a patent. 11.3 (c) In the event of the initiation of any suit by a Third Party against Corixa CorporationCorixa, Zenyaku Kogyo Co., Ltd. SB or any Affiliate the Affiliates of either for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field anywhere in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, SB shall have the right but not the obligation to defend such suit at its own expense. ZKC Corixa and SB shall assist one another and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKCthe other's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect without expense to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheldrequesting party. (ad) In Subject to subparagraph (f) herebelow, in the event that Corixa of any threat or ZKC becomes aware initiation of actual or threatened infringement any legal action by a Third Party challenging the validity of a any patent covered by this Agreement with respect to Agreement, Corixa shall have, at its own expense, the Licensed Product control over the conduct and defense of such action in case it is directed against Corixa Patents and SB shall have, at its own expense, the Licensed Field in control over the Territory, that party shall promptly notify the other party in writing. In connection with conduct and defense of any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa action directed against SB Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have and the first right but not the obligation to bring an infringement action against any alleged infringer control, at its sole cost own expense, the conduct and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with Corixa or such Third Party licensor, as applicable, in defense of any such action at Corixa's and/or directed against Joint Research Program Patents. If SB elects not to conduct and defend such Third Party licensor's request and expense. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action directed against any alleged infringerJoint Research Program Patents, Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer do it at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and own expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving [*] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess. 11.6 The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 (a) Corixa shall have the right and the obligation to prosecute and maintain all Corixa Patents and Joint Research Program Patents as provided in this Section 11 and shall do so in a timely manner. Corixa shall disclose in writing at least once per year to ZKC SB the complete texts of all patents and patent applications filed by Corixa Patents and Joint Patents which relate to any Product (including Corixa Patents) as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed hereinherein anywhere in the Subterritory A. SB shall have the right to review all such pending applications and other proceedings and make recommendations to Corixa concerning them and their conduct. Corixa agrees to keep ZKC SB promptly and fully informed of the course of patent prosecution or other proceedings including by providing ZKC SB with copies of substantive communications, search reports and Third Party third party observations submitted to or received from patent officesoffices throughout Subterritory A. Corixa shall provide such patent consultation to SB at no cost to SB. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in the Territory. ZKC SB shall hold all information disclosed to it under this Section 11 section as confidential information under Section 12. ZKC shall reimburse Corixa for all prior reasonable and documented costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(sconfidential. (b) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982. All expenses to be paid or reimbursed by ZKC pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) intends to one or more Third Party(ies), Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. 11.2 In the event Corixa finally abandons abandon any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC SB and ZKC SB shall have the right at -------- * Confidential treatment requested. its own expense to assume all rights to responsibility for any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) of such abandoned patent or part of a patent. 11.3 (c) In the event of the initiation of any suit by a Third Party third party against Corixa CorporationCorixa, Zenyaku Kogyo Co., Ltd. SB or any Affiliate the Affiliates of either for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed any Product anywhere in the License Field in the TerritorySubterritory A, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, SB shall have the right but not the obligation to defend such suit at its own expense. ZKC Corixa and SB shall assist one another and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKCthe other's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect without expense to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheldrequesting party. (ad) In the event that Corixa or ZKC SB becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product anywhere in the Licensed Field in the TerritorySubterritory A, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement SB shall have the first right but not the obligation to bring bring, at its own expense, an infringement action against any alleged infringer third party and to use Corixa's name in connection therewith. If SB does not commence a particular infringement action within ninety (90) days, Corixa, after notifying SB in writing, shall be entitled to bring such infringement action at its sole cost and own expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into including settlement thereof. In any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayed. ZKC event, Corixa and SB shall assist one another and cooperate with Corixa or such Third Party licensor, as applicable, in any such action litigation at Corixa's and/or such Third Party licensorthe other's request without expense to the requesting party. (e) Corixa and expenseSB shall recover their respective actual out-of-pocket expenses, or equitable proportions thereof, associated with any litigation or settlement thereof from any recovery made by any party. In the event that ZKC and/orSB takes responsibility for such actions, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringer, it shall bear [***] and Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. The party conducting such action shall have full control over its conduct, bear the remaining [***] provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall remaining share of the expenses do not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes exceed [***] of such expenses, any such royalties owed to Corixa by SB. Any excess recovery amount shall be shared between ZKC SB and Corixa, with ZKC SB receiving [***] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess. In the event Corixa takes responsibility for such actions, Corixa will undertake all actions at its own entire expense, and recover [***]. 11.6 (f) The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed any Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 Corixa shall have the right and the obligation [*] to prosecute and maintain all Corixa Patents and Joint Patents as provided in this Section 11 and shall do so in a timely manner. Corixa shall disclose in writing at least once per year [*] to ZKC the complete texts of all Corixa Patents and Joint Patents as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding [*] involving any patent licensed herein. Corixa agrees to keep ZKC promptly and fully [*] informed of the course of patent prosecution or other proceedings including by providing ZKC with copies of substantive communications, search reports and Third Party observations [*] submitted to or received from patent offices. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings [*] and make recommendations to Corixa concerning them and their conduct in the Territory. ZKC shall hold all information disclosed to it under this Section 11 as confidential information under Section 12. ZKC shall reimburse ---------- * Confidential Treatment Requested Corixa for all prior reasonable and documented [*] costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field [*] and reasonable and documented [*] costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field[*]. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982[*]. All expenses to be paid or reimbursed by ZKC pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(ies[*]), Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field]. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field[*], Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field]. 11.2 In the event Corixa finally abandons any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC and ZKC shall have the right at -------- * Confidential treatment requested. its own expense [*] to assume all rights to any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) [*] of such abandoned patent or part of a patent. 11.3 In the event of the initiation of any suit by a Third Party against Corixa Corporation, Zenyaku Kogyo Co., Ltd. or any Affiliate of either for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor [*]with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, shall have the obligation to [*] defend such suit at its own expense. ZKC shall assist and cooperate with Corixa or such Third Party licensor[*], and Corixa or such Third Party licensor[*], as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's[*], or ZKC's request and expense, as applicable. Neither Corixa nor such Third Party licensor [*] may enter into any settlement with respect to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, [*] and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's [*] consent, which consent shall not be unreasonably withheld[*]. (a) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field in the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor [*] with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to [*] bring an infringement action against any alleged infringer at its sole cost and expense[*]. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayed[*]. ZKC shall assist and cooperate with Corixa or such Third Party licensor, as applicable[*], in any such action at Corixa's and/or such Third Party licensor's request and expense[*]. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor [*] with respect to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringer, Corixa shall assist and cooperate with ZKC or such Third Party licensor[*], as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense[*]. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayed[*]. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor [*] with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to [*] bring an infringement action against any alleged infringer at its sole cost and expense[*]. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed[*]. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable[*], in any such action at ZKC's and/or such Third Party licensor's request and expense[*]. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to [*] bring an infringement action against the alleged infringer at its sole cost and expense[*]. Such sublicensee [*] shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed[*]. ZKC shall assist and cooperate with such sublicensee[*], in any such action at such sublicensee's request and expense[*]. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor [*] with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa[*], provided, however, that in the event ZKC contributes [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving [*] and Corixa receiving [*] of such excess], and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC[*], provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess]. 11.6 The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 7.1 As between the parties, Corixa shall have complete control and discretion regarding any prosecution or maintenance of the Corixa Patents outside of Japan. Corixa shall have the first right and the obligation (but no obligation) to prosecute and maintain all Corixa Licensed Patents and Joint Patents in Japan as provided in this Section 11 and shall 7. If Corixa elects not to maintain or prosecute the Licensed Patents in Japan, JT may elect to do so in a timely mannerat JT's sole expense to the extent necessary to protect its rights hereunder. Corixa shall disclose in writing at least once per year to ZKC the complete texts of all Corixa Patents and Joint Patents as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed herein. Corixa Each party agrees to keep ZKC the other party promptly and fully informed of the course of patent prosecution or other proceedings relating to the Licensed Patents in Japan, including by providing ZKC the other party with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in the Territory. ZKC Each party shall hold all information disclosed to it under this Section 11 as confidential information under Section 128. ZKC JT shall reimburse Corixa for all prior reasonable and documented costs for incurred by Corixa in connection with the filing, prosecution and maintenance of the Corixa Patents and Joint Licensed Patents in Japan, including (i) [*] of such cost for international patent application(s) (i.e., PCT); and (ii) [*] of such cost for transferring such international patent application(s) to the Licensed Field national stage in Japan, payable within [*] following a request for reimbursement from Corixa; provided however, in the Territory event that contain claim(s) directed antigens other than the [*] Antigen are claimed in a Licensed Patent, JT shall reimburse Corixa the amount equal to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance [*] of the aggregate amount of such costs related to such Licensed Patent. Except as otherwise provided in this Agreement, Corixa Patents and Joint Patents in the Licensed Field incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982responsible for all costs and expenses in connection with all Corixa Patents, including the Corixa Patents, outside of Japan. All expenses to be paid or reimbursed by ZKC JT pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately, with no right of offset. Notwithstanding anything herein to the contrary, JT shall not be responsible for any patent costs incurred under the Initial Agreement after November 3, 2002 ----------------------------------- * Confidential treatment requested. and Corixa shall be responsible for all such costs incurred beginning November 4, 2002 through and including December 18, 2002. 7.2 JT shall have the right and the obligation to prosecute and maintain all JT Patents as provided in this Section 7 and shall do so in a timely manner. JT agrees to keep Corixa promptly and fully informed of the course of patent prosecution or other proceedings, including by providing Corixa with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. JT shall provide such patent consultation to Corixa at no cost to Corixa. Corixa shall hold all information disclosed to it under this Section as confidential information under Section 8. In the event Corixa sublicenses its rights acquires a license in Japan under the JT patents pursuant to Section 4.1(b3.3, 5.3(c) to one or more Third Party(ies14.6(b), Corixa JT shall reimburse [*] of all reasonable and documented costs incurred prior thereafter have the right to the effective date of such sublicense agreement for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) abandon any of the ZKC Patents JT patents and in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event case Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. 11.2 In the event Corixa finally abandons any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC and ZKC shall have the right but not the obligation to prosecute and maintain all such JT Patents in JT's name, and JT shall reasonably assist Corixa with such prosecution and maintenance, provided that Corixa shall reimburse JT for all reasonable [*] expenses incurred by JT in providing such assistance. JT shall give Corixa at -------- * Confidential treatment requestedleast [*] notice of its intent to abandon a JT Patent prior to taking any action to abandon such JT Patent. its own expense to assume all rights to any such patent or part thereof in For the Territoryavoidance of doubt, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) of such abandoned patent or part of a patentpatents shall be deemed to be JT Patents. 11.3 (a) In the event of the initiation of any suit by a Third Party against Corixa Corporation, Zenyaku Kogyo Co., Ltd. or any Affiliate of either JT for patent infringement with respect to Corixa Patentsthe [*] Vaccine, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field in the Territory, the party sued JT shall promptly notify the other party Corixa in writing. writing and Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, shall have the obligation be entitled (but not obligated) to defend any such suit at its own expense. ZKC shall assist and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKC's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheld. (a) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of elects not to defend JT against a patent covered by this Agreement with respect suit related to the Licensed Product in [*] Vaccine, JT may, at its own expense, defend such suit to the Licensed Field in extent necessary to protect the Territory, that rights granted to JT hereunder. Whichever party defends such suit shall promptly notify keep the other party in writing. In connection with any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor reasonably informed of developments with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into thereto (including any settlement related discussions) and shall be entitled to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld keep any amount awarded by a court or delayedarbitrator relating to such suit. ZKC shall assist and cooperate with Corixa or such Third Party licensor, as applicable, in any such action at Corixa's and/or such Third Party licensor's request and expense. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringer, Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. The Each party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against participate in the alleged infringer defense of such suit, and in such event the participating party shall do so at its sole cost and own expense. Such sublicensee shall have full control over conduct of such action, provided that it may If a party does not enter into agree in writing with any settlement related to such infringement without ZKC's written consenteffected by the other party, which consent the non-consenting party shall not be unreasonably withheld or delayed. ZKC required to pay any amount of such settlement and instead shall assist and cooperate with have the right to continue to maintain such sublicensee, in any suit against such action at such sublicensee's request and expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor at its own expense solely with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving [*] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess. 11.6 its rights under this Agreement. The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Productany suit under this Section 7.3. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW(b) In the event of the initiation of any suit in Japan by a Third Party against Corixa for patent infringement relating to the [*] Vaccine, CORIXA Corixa shall promptly notify JT in writing Corixa shall keep JT reasonably informed of developments with respect thereto (including any settlement discussions) and shall be entitled to keep any amount awarded by a court or arbitrator relating to such suit. JT shall have the right but not the obligation to participate in the defense of such suit, and in such event shall do so at its own expense. Corixa shall take JT's comments thereon into consideration and obtain JT's prior written approval (which shall not be unreasonably withheld) insofar that any settlement may materially impact upon JT's rights hereunder. At the time when JT decides to start clinical trials in Japan and JT asks Corixa in writing to furnish information about any suits other than in Japan against Corixa for patent ----------------------------------- * Confidential treatment requested. infringement relating to the [*] Vaccine, Corixa shall provide the information with respect to development and/or results of any law suits brought by a Third Party against Corixa for patent infringement outside of Japan relating to the [*] Vaccine to the extent that such disclosure will not, in Corixa's reasonable discretion, adversely affect any pending litigation or Corixa's business. 7.4 In the event that JT becomes aware of actual or threatened infringement of a Corixa Patent, JT shall promptly notify Corixa in writing. In the event that Corixa becomes aware of actual or threatened infringement of a JT Patent, Corixa shall promptly notify JT in writing. Corixa shall have the first right (but not the obligation) to bring any action relating to an actual or threatened infringement of a Corixa Patent, including the [*] Vaccine at its own expense. In the event that Corixa elects not to bring a suit related to the actual or threatened infringement of the [*] Vaccine, JT may, at its own expense, bring such suit. JT shall have the first right (but not the obligation) to bring any action relating to an actual or threatened infringement of a JT Patent, at its own expense. In the event that JT elects not to bring a suit related to the actual or threatened infringement of the JT Patent, Corixa may, at its own expense, bring such suit. Whichever party brings a suit hereunder shall be entitled to keep any amount awarded by a court or arbitrator relating to such suit. The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement concerning any suit under this Section 7.4. 7.5 NEITHER PARTY MAKES NO ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 13 BELOW, WITH RESPECT TO THE JT PATENTS, CORIXA PRODUCTS, CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETOHOW, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 12.1 Corixa shall have the right and the obligation [***]* to prosecute and maintain all Corixa Patents and Joint Research Program Patents as provided in this Section 11 and shall do so in a timely manner12 [***]*. Corixa shall disclose in writing at least once per year to ZKC [***]*. JT shall have the complete texts of all Corixa Patents and Joint Patents as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed hereinright [***]*. Corixa agrees to keep ZKC promptly and fully informed of the course of patent prosecution or other proceedings including by providing ZKC with copies of substantive communications, search reports and Third Party observations submitted to or received from patent officesJT [***]*. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in the Territory. ZKC JT shall hold all information disclosed to it under this Section 11 as confidential information under Section 1213. ZKC For the avoidance of doubt, as previously set forth in Section 8.1(b) hereof, JT shall reimburse Corixa for all prior reasonable and documented costs for incurred by Corixa prior to the Effective Date in connection with the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filingamount of [***]*, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on [***]* the Effective Date for such prior costs Date. Corixa shall be $12,982[***]*. JT shall [***]*. All expenses to be paid or reimbursed by ZKC JT pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(ies), Corixa shall reimburse with no right of offset. 12.2 [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field.*]* 11.2 In the event Corixa finally abandons any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC and ZKC shall have the right at -------- * Confidential treatment requested. its own expense to assume all rights to any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s) of such abandoned patent or part of a patent. 11.3 12.3 In the event of the initiation of any suit by a Third Party against Corixa Corporation, Zenyaku Kogyo Co., Ltd. or any Affiliate of either for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, shall have the obligation to defend such suit at its own expense. ZKC shall assist and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKC's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheld[***]*. (a) 12.4 In the event that Corixa or ZKC JT becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product Products anywhere in the Licensed Field in the TerritoryTerritory A or Territory B, that party shall promptly notify the other party in writing. [***]* In connection with any such actual or threatened infringement in the Territoryevent, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayed. ZKC JT shall assist one another and cooperate with Corixa or such Third Party licensor, as applicable, in any such action litigation at Corixa's and/or such Third Party licensorthe other's request and expense. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect without expense to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringer, Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayedrequesting party. (b) In the event that 12.5 Corixa and JT shall recover their respective actual out-of-pocket expenses, or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territoryequitable proportions thereof, that party shall promptly notify the other party in writing. In connection associated with any such actual litigation or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against settlement thereof from any alleged infringer at its sole cost and expenserecovery made by any party. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving **]* 12.6 [*] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of []*] and ZKC receiving [*] of such excess. 11.6 12.7 The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the any Licensed Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, 12.8 CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 18 BELOW, ---------- *[***] indicates confidential treatment for omitted text has been requested. WITH RESPECT TO THE ANTIGENS, ANTIBODIES, CORIXA ADJUVANT, MICROSPHERES, CORIXA PATENTS, THE JOINT RESEARCH PROGRAM PATENTS OR CORIXA KNOW-HOW AND THE ANY LICENSED PRODUCT PRODUCTS RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.

PATENTS; PROSECUTION AND LITIGATION. 11.1 (i) Subject to Subsection 10(a)(ii), Corixa shall have the right and the obligation to prosecute and maintain all Corixa Patents and Joint R&D Program Patents as provided in this Section 11 and shall do so in a timely manner. Corixa shall disclose in writing at least once per year to ZKC SB the complete texts of all patents and draft patent applications to be filed by Corixa which relate to any Product (including Corixa Patents and Joint Patents R&D Program Patents) as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed hereinherein anywhere in the Territory. SB shall have the right to review all such pending applications and other proceedings and make recommendations to Corixa concerning them and their conduct. Corixa agrees to keep ZKC SB promptly and fully informed of the course of patent prosecution or other proceedings proceedings, including by providing ZKC SB with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. ZKC shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in offices throughout the Territory. ZKC Corixa shall provide such patent consultation to SB at no cost to SB. SB shall hold all information disclosed to it under this Section 11 10 as confidential information under in accordance with Section 1211 hereof. ZKC Corixa agrees that it will use prudent scientific and legal judgment in determining the number and types of patent applications filed by Corixa pursuant to this Agreement. SB shall reimburse Corixa for all prior reasonable and documented costs for incurred by Corixa prior to the Effective Date in connection with the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed (to the Licensed Product in extent such costs have not already been reimbursed pursuant to the Licensed Field Tb Agreement, the BC Agreement and/or the PC Agreement) and for all reasonable and documented costs for incurred by Corixa during the term of this Agreement in connection with the filing, prosecution and maintenance of the Corixa Patents and and/or the Joint R&D Program Patents in up to an amount of U.S.[***] per year for each individual Field, provided that if Corixa incurs less than U.S.[***] of such costs during any given year for a particular Field, then subject to the Licensed Field incurred by Corixa during the term last two sentences of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982. All expenses to be paid or reimbursed by ZKC pursuant to this Section shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(iesSubsection 10(a)(i), Corixa shall reimburse be allowed to apply the remaining amount for such Field to costs incurred during such year for any other Field(s) to the extent Corixa incurred over U.S.[***] of all reasonable and documented any costs for such other Field(s) in such year. Any costs incurred prior to the effective date of such sublicense agreement for by Corixa in connection with the filing, prosecution and maintenance solely of Corixa Patents and/or Joint R&D Program Patents in any particular Field in excess of said U.S.[***] shall be reimbursed by SB to Corixa only if they have been specifically approved and authorized prior to expenditure by the territory that is R&D Steering Committee, in its reasonable discretion, and if they are reasonable and documented. In determining whether to approve such additional expenses, the subject of such sublicense(s) R&D Steering Committee shall apply reasonable standards, taking into consideration the norms of the ZKC biotechnology industry in general. (ii) Notwithstanding Subsection 10(a)(i) hereof, beginning upon the earlier of [***], SB shall have [***] indicates confidential treatment for omitted text has been requested the right and the obligation at SB's expense to prosecute and maintain all Corixa Patents in the Licensed Field that contain claim(s) directed and Joint R&D Program Patents related to the Licensed Product in the Licensed such Field and reasonable shall do so in a timely manner; provided, however, if SB subsequently terminates all Clinical R&D and documented costs for commercialization in such Field, SB's right and obligation under this Subsection 10(a)(ii) shall terminate with respect to such Field and Corixa shall assume the filing, prosecution and maintenance solely of all Corixa Patents and Joint R&D Program Patents related to such Field in accordance with Subsection 10(a)(i). SB shall disclose to Corixa the complete texts of all patents and draft patent applications to be filed by SB which relate to any Product related to such Field (including Corixa Patents and Joint R&D Program Patents) as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed herein anywhere in the territory that is Territory. Corixa shall have the subject right to review all such pending applications and other proceedings and make recommendations to SB concerning them and their conduct. SB agrees to keep Corixa promptly and fully informed of the course of patent prosecution or other proceedings, including by providing Corixa with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices throughout the Territory. SB shall provide such sublicense(s)of the ZKC Patents patent consultation to Corixa at no cost to Corixa. Corixa shall hold all information disclosed to it under this Section 10 as confidential in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(saccordance with Section 11 hereof. (i) directed Subject to the Licensed Product in the Licensed Field. In additionSubsection 10(b)(ii), in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior intends to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. 11.2 In the event Corixa finally abandons abandon any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC SB and ZKC SB shall have the right at -------- * Confidential treatment requested. its own expense to assume all rights to responsibility for any such patent or part thereof of patent. (ii) Solely in the Territoryevent that SB is prosecuting and maintaining patents in accordance with Subsection 10(a)(ii) above, providedthen, however, ZKC's rights under in the event SB intends to finally abandon any patent or any part of a patent (including Corixa Patents) covered by this Section 11.2 shall in all respects be subject Agreement and related to the rights of Corixa's Third Party licensor(s) of particular Field, it shall notify Corixa and Corixa shall have the right at its own expense to assume responsibility for any such abandoned patent or part of a patent. 11.3 (c) In the event of the initiation of any suit by a Third Party against Corixa Corporation, Zenyaku Kogyo Co., Ltd. or any Affiliate of either SB for patent infringement with respect to Corixa Patents, Joint Patents or ZKC Patents in the License Field and involving the manufacture, use, sale, distribution or marketing of the Licensed Product in the License Field anywhere in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, SB shall have the right but not the obligation to defend such suit at its own expense. ZKC Corixa and SB shall assist one another and cooperate with Corixa or such Third Party licensor, and Corixa or such Third Party licensor, as applicable, shall assist and cooperate with ZKC, as applicable, in any such litigation at Corixa's and/or such Third Party licensor's, or ZKCthe other's request and expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect without expense to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheldrequesting party. (ai) In Subject to Subsections 10(d)(ii) and 10(f) below, in the event that Corixa of any threat or ZKC becomes aware initiation of actual or threatened infringement any legal action by a Third Party challenging the validity of a any patent covered by this Agreement with respect to the Licensed Product in the Licensed Field in the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents, or ZKC with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with Corixa or such Third Party licensor, as applicable, in any such action at Corixa's and/or such Third Party licensor's request and expense. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents that are the subject of such actual or threatened infringement bring an infringement action against any alleged infringerAgreement, Corixa shall assist have, at its own expense, the control over the conduct and cooperate with ZKC or such Third Party licensor, as applicable, in any defense of such action in case it is directed against Corixa Patents and SB shall have, at ZKC's and/or such Third Party licensor's request and its own expense. The party conducting such action shall have full , the control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost conduct and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's request and expense. Notwithstanding the foregoing, in the event such actual or threatened infringement defense of any ZKC Patent(s) is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and expense. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by Corixa, provided, however, that in the event ZKC contributes [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving [*] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess. 11.6 The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Product. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW.such

PATENTS; PROSECUTION AND LITIGATION. 11.1 Subject to the terms and conditions of this Agreement, Corixa shall have the right control and the obligation to prosecute be responsible for protecting, preparing, filing, prosecuting and maintain maintaining all Corixa Patents and Joint Patents as provided in this Section 11 and shall do so using [***] efforts and in a timely manner, provided that Medicis shall have an opportunity to review and comment on all such matters. With respect to Joint Patents, patent counsel reasonably acceptable to Medicis shall be utilized. Corixa shall promptly disclose in writing at least once per year to ZKC Medicis the complete texts of all Corixa Patents and Joint Patents as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving any patent licensed herein. Corixa agrees to keep ZKC Medicis promptly and fully informed of the course of patent prosecution or other proceedings including by providing ZKC Medicis with copies of substantive communications, search reports and Third Party observations submitted to or received from patent offices. ZKC Medicis shall have the right to review all such pending applications, patents, substantive communications and other proceedings and make recommendations to Corixa concerning them and their conduct in the Territory. ZKC Corixa shall hold consider in good faith Medicis’ recommendations relating to such pending applications, patents, substantive communications and other proceedings and, with respect to Joint Patents, shall adopt and otherwise incorporate all such reasonable recommendations. Corixa and Medicis each shall treat all information disclosed to it by the other party under this Section 11 as confidential information under in accordance with Section 12. ZKC shall reimburse Corixa for all prior reasonable and documented costs for [***] in connection with the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance of the Corixa Patents and Joint Patents in the Licensed Field incurred by Corixa during the term of this Agreement in the Territory that contain claim(s) directed to the Licensed Product in the Licensed Field. The amount payable by ZKC on the Effective Date for such prior costs shall be $12,982Agreement, and if Corixa determines [***]. All expenses to be paid or reimbursed by ZKC [***] pursuant to this Section 11 shall be obligations that are separate and apart from other payment obligations described in this Agreement and shall be invoiced and paid separately. In the event Corixa sublicenses its rights under Section 4.1(b) to one or more Third Party(ies), Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to the effective date of such sublicense agreement for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s)of the ZKC Patents in the Licensed Field incurred after the effective date of such sublicense agreement and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. In addition, in the event Corixa directly markets Licensed Product in the Licensed Field, Corixa shall reimburse [*] of all reasonable and documented costs incurred prior to Corixa's commercial launch of Licensed Product in the Licensed Field for the filing, prosecution and maintenance solely in the territory in which Corixa is directly marketing Licensed Product in the Licensed Field of the ZKC Patents in the Licensed Field that contain claim(s) directed to the Licensed Product in the Licensed Field and reasonable and documented costs for the filing, prosecution and maintenance solely in the territory that is the subject of such sublicense(s) of the ZKC Patents in the Licensed Field incurred after Corixa's commercial launch of Licensed Product in the Licensed Field and during the term of this Agreement that contain claim(s) directed to the Licensed Product in the Licensed Field. 11.2 In the event Corixa finally abandons decides to abandon any patent or any part of a patent (including Corixa Patents) covered by this Agreement, it shall notify ZKC and ZKC shall have the right at -------- * Confidential treatment requested[***]. its own expense to assume all rights to any such patent or part thereof in the Territory, provided, however, ZKC's rights under this Section 11.2 shall in all respects be subject to the rights of Corixa's Third Party licensor(s[***] (a) of such abandoned patent or part of a patent. 11.3 In the event of the initiation of any suit by a Third Party against Corixa CorporationCorixa, Zenyaku Kogyo Co., Ltd. Medicis or any Affiliate of either party for infringement of patent infringement rights held by such Third Party or with respect to allegations of misappropriation of such Third Party’s trade secret information, in either case, either with respect to the exercise of rights within the subject matter of the Corixa Patents, Joint Patents or ZKC the Joint Patents in the License Licensed Field in the Territory, or with respect to the exercise of rights solely within the subject matter of either the Corixa Patents or the Joint Patents and involving the manufacture, use, sale, distribution or marketing of Medicis Patents in the Licensed Product in the License Field in the Territory, the party sued shall promptly notify the other party in writing. Corixa and/or, at Subject to any right to control the defense of such action retained by Corixa's sole discretion, Corixa's ’s Third Party licensor with respect to the Corixa Patents, or ZKC with respect to the ZKC Patents, that are the subject of such suit, Corixa shall have the obligation first right to defend such suit at its own expense. ZKC Medicis shall assist and cooperate with Corixa, and [***] in any such litigation, [***]. In the event that within ninety (90) days following the initiation of such a suit, Corixa has not taken any action regarding such suit, Medicis shall have the right, but not the obligation, to control such defense at [***] expense. In any such action controlled by Medicis, Corixa shall cooperate, and shall [***]. (b) In the event of the initiation of any suit by a Third Party against Corixa, Medicis or any Affiliate of either for infringement of patent rights held by such Third Party licensor, and Corixa or with respect to allegations of misappropriation of such Third Party licensorParty’s trade secret information, as applicablein either case, with respect to the exercise of rights solely within the subject matter of the Medicis Patents in the Licensed Field in the Territory, the party sued shall promptly notify the other party in writing. Medicis shall have the first right to defend such suit at its own expense. Corixa shall assist and cooperate with ZKC, as applicable, Medicis in any such litigation litigation, such cooperation to be at Corixa's and/or the expense of [***]. In the event that within ninety (90) days following the initiation of such Third Party licensor'sa suit, or ZKC's request Medicis has not taken any action regarding such suit, Corixa shall have the right, but not the obligation, to control such defense at [***] expense and Medicis shall cooperate with Corixa in connection therewith at [***] expense, as applicable. Neither Corixa nor such Third Party licensor may enter into any settlement with respect to such suit without ZKC's written consent, which consent shall not be unreasonably withheld or delayed, and ZKC shall not enter into any settlement with respect to such suit without Corixa's and/or the Third Party licensor's consent, which consent shall not be unreasonably withheld[***]. (a) In the event that Corixa or ZKC Medicis becomes aware of actual or threatened infringement of a patent covered by this Agreement either with respect to the Corixa Patents or the Joint Patents in the Licensed Field in the Territory, or with respect to either the Corixa Patents or the Joint Patents and the Medicis Patents in the Licensed Field in the Territory, or with respect to misappropriation of trade secret information owned or controlled by Corixa or jointly by Corixa and Medicis, that party shall promptly notify the other party in writing thereof. In connection with any such actual or threatened infringement or misappropriation in the Territory, subject to any right to control such action retained by Corixa’s Third Party licensor with respect to the Corixa Patents, Corixa shall have the first right but not the obligation to bring an infringement or misappropriation action against any alleged infringer at its sole cost and expense. Medicis shall assist and cooperate with Corixa, and [***] in any such litigation, [***]. In the event that within ninety (90) days following Corixa becoming aware of such actual or threatened infringement or misappropriation, Corixa has not taken any action regarding such actual or threatened infringement or misappropriation, Medicis shall have the right to control any such action against such actual or threatened infringement or misappropriation at Medicis' expense. In any such action controlled by Medicis, Corixa shall cooperate, and shall [***]. [***] (b) In the event that Corixa or Medicis becomes aware of actual or threatened infringement of a patent covered by this Agreement solely with respect to Medicis Patents in the Licensed Field in the Territory, or with respect to allegations of misappropriation of trade secret information owned or controlled by Medicis other than jointly with Corixa, that party shall promptly notify the other party in writing thereof. In connection with any such actual or threatened infringement or misappropriation in the Territory, Medicis shall have the first right but not the obligation to bring an infringement or misappropriation action against any alleged infringer at its sole cost and expense. Corixa shall assist and cooperate with Medicis in any such litigation, such cooperation to be at the expense of [***]. In the event that within ninety (90) days following Medicis becoming aware of such actual or threatened infringement or misappropriation, Medicis has not taken any action regarding such actual or threatened infringement, Corixa shall have the right to control any such action against such actual or threatened infringement or misappropriation at [***] expense. [***]. (c) In the event that Corixa or Medicis becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field in Field, or with respect to allegations of misappropriation of trade secret information, outside the Territory, that party shall promptly notify the other party in writingwriting thereof. In connection with any such actual Corixa or threatened infringement in the Territory, Corixa and/or, at Corixa's sole discretion, Corixa's ’s Third Party licensor with respect to the Corixa Patents or the Joint Patentslicensor, or ZKC with respect to the ZKC Patentsif applicable, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement or misappropriation action against with respect to the foregoing at such party’s sole cost and expense, provided, however, that in connection with any alleged infringer such actual or threatened infringement of Medicis Patents or misappropriation of trade secret information outside the Territory, Medicis shall have the first right but not the obligation to bring an infringement or misappropriation action at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into [***]. Corixa shall assist and cooperate with Medicis in any settlement related to infringement in the Territory without ZKC's written consent which consent shall not be unreasonably withheld or delayedsuch action at [***]. ZKC Medicis shall assist and cooperate with Corixa or such Corixa’s Third Party licensor, as if applicable, in any such action at controlled by Corixa's and/or such Third Party licensor's request and expense. In the event that ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents that are the subject of such actual ’s or threatened infringement bring an infringement action against any alleged infringer, Corixa shall assist and cooperate with ZKC or such Corixa’s Third Party licensor, as if applicable, in any at such action at ZKC's and/or such Third Party licensor's request and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's prior written consent, which consent shall not be unreasonably withheld or delayed. (b) In the event that Corixa or ZKC becomes aware of actual or threatened infringement of a patent covered by this Agreement with respect to the Licensed Product in the Licensed Field outside the Territory, that party shall promptly notify the other party in writing. In connection with any such actual or threatened infringement outside the Territory, ZKC and/or, at ZKC's sole discretion, ZKC's Third Party licensor with respect to the ZKC Patents, that are the subject of such actual or threatened infringement shall have the first right but not the obligation to bring an infringement action against any alleged infringer at its sole cost and expense. The party conducting such action shall have full control over its conduct, provided that it may not enter into any settlement related to infringement in the Territory without Corixa's written consent which consent shall not be unreasonably withheld or delayed. Corixa shall assist and cooperate with ZKC or such Third Party licensor, as applicable, in any such action at ZKC's and/or such Third Party licensor's controlling party’s request and expense. Notwithstanding the foregoing, in the event such any actual or threatened infringement of any ZKC Medicis Patent(s) or misappropriation of trade secret information is in the territory of a sublicense under such ZKC Patent(s) granted by Corixa to a sublicensee hereunder, such sublicensee shall have the right but not the obligation to bring an infringement action against the alleged infringer at its sole cost and expense. Such sublicensee shall have full control over conduct of such action, provided that it may not enter into any settlement related to such infringement without ZKC's written consent, which consent shall not be unreasonably withheld or delayed. ZKC shall assist and cooperate with such sublicensee, in any such action at such sublicensee's request and expense[***]. 11.5 Any recovery by Corixa and/or, at Corixa's sole discretion, Corixa's Third Party licensor with respect to the Corixa Patents or the Joint Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory Territory, shall be retained by Corixa, provided, however, that in the event ZKC contributes first applied to [*] of such expenses, any such excess recovery shall be shared between ZKC and Corixa, with ZKC receiving [*] and Corixa receiving [*] of such excess, and provided further that any recovery by ZKC with respect to the ZKC Patents that are the subject of an action pursuant to Section 11.3 or Section 11.4, in an amount in excess of expenses and related to an action involving activities in the Territory shall be retained by ZKC, provided, however, that in the event Corixa and/or the Third Party licensor contributes [*] of such expenses, any such excess recovery shall be shared between Corixa, and ZKC with Corixa and/or the Third Party licensor receiving an aggregate of [*] and ZKC receiving [*] of such excess]. 11.6 The parties shall keep one another informed of the status of their respective activities regarding any litigation or settlement thereof concerning the Licensed Product. Each party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other party(ies) to institute, prosecute and/or defend such actions. Notwithstanding anything herein to the contrary, Corixa and Medicis may determine to cooperate in connection with any action pursuant to Sections 11.3 or 11.4 and share the costs and expenses in connection therewith in a mutually agreed manner. 11.7 TO THE EXTENT PERMITTED BY APPLICABLE LAW, CORIXA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOW, WITH RESPECT TO THE CORIXA PATENTS, THE JOINT PATENTS OR CORIXA KNOW-HOW AND THE LICENSED PRODUCT RELATED THERETO, BELOW INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.8 ZKC MEDICIS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH IN SECTION 17 BELOWBELOW INCLUDING WITHOUT LIMITATION ANY WARRANTY OF NONINFRINGEMENT, PATENTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.