Common use of Product Infringement Clause in Contracts

Product Infringement. (i) For any Product Infringement in the Sanofi Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. Sanofi shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the Sanofi Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If Sanofi fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the Sanofi Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the Sanofi Field, then KaloBios shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios Patent against such Third Party perpetrating such Product Infringement in the Sanofi Field in the Territory at its own cost and expense. In this case, Sanofi shall take appropriate actions in order to enable KaloBios to commence a suit or take the actions set forth in the preceding sentence. (ii) For any Product Infringement in the KaloBios Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence. (iii) Each Party shall provide to the Party enforcing any such rights under this Section 9.5(b) reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts. (iv) The Party not bringing an action with respect to Product Infringement under this Section 9.5(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) with respect to any KaloBios Patent licensed to KaloBios by a Third Party shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceable.

Product Infringement. (i1) For any Product Infringement in the Sanofi FieldInfringement, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. Sanofi With respect to any UA Patent, the Parties’ rights and obligations recited in this Section 9.5 are subject to BioLineRx’s obligations under Section 10.1 of the Upstream Agreement; BioLineRx shall exercise its rights thereunder to the extent requested by Cypress under this Section 9.5. Cypress shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action in the Cypress Territory against any person or entity engaged in such Product Infringement in the Sanofi FieldInfringement, subject to Section 9.5(b)(iii9.5(b)(2) through 9.5(b)(iv) 9.5(b)(4), below. If Sanofi Cypress fails to institute and prosecute an action or proceeding in the Cypress Territory to xxxxx the Product Infringement in the Sanofi Field within a period of ninety (90) [...***...] days after the first notice is delivered under Section 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent ), then BioLineRx (or otherwise having knowledge one of the Product Infringement in Upstream Licensors, if Section 10.1.3 of the Sanofi Field, then KaloBios Upstream Agreement is applicable) shall have the right, but not the obligation, to commence a suit or take action in the Cypress Territory to enforce the applicable Sanofi Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios Patent BioLineRx Patents against such Third Party perpetrating such Product Infringement in the Sanofi Field in the Territory Infringement, at its own cost and expense. In this casethe event that BioLineRx (or an Upstream Licensor, Sanofi shall take appropriate actions in order to enable KaloBios if applicable) exercises such right to commence a such suit or to take the actions set forth action in the preceding sentenceCypress Territory regarding such Product Infringement, Cypress shall reasonably cooperate with BioLineRx (or the Upstream Licensor, if applicable) in connection with such BioLineRx Patent enforcement efforts. (ii) For any Product Infringement in the KaloBios Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence. (iii2) Each Party shall provide to the Party enforcing any such rights under this Section 9.5(b) reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, efforts and shall reasonably consider the other Party’s comments on any such efforts. (iv3) Each Party shall bear all of its own internal costs incurred in connection with its activities under this Section 9.5(b). In the event a Party commences a Product Infringement action in the Cypress Territory, it shall bear all external costs and expenses for such action. (4) The Party not bringing an action with respect to Product Infringement under this Section 9.5(b) shall be entitled to separate representation in such matter *** Confidential Treatment Requested by counsel of its own choice and at its own expensechoice, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) with respect to any KaloBios Patent licensed to KaloBios by a Third Party shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceable.

Product Infringement. (i) For any Product Infringement in the Sanofi Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. Sanofi shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the Sanofi Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If Sanofi fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the Sanofi Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the Sanofi Field, then KaloBios shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios Patent against such Third Party perpetrating such Product Infringement in the Sanofi Field in the Territory at its own cost and expense. In this case, Sanofi shall take appropriate actions in order to enable KaloBios to commence a suit or take the actions set forth in the preceding sentence. (ii) For any Product Infringement in the KaloBios Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND FILED SEPARATELY WITH THE COMMISSION and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence. (iii) Each Party shall provide to the Party enforcing any such rights under this Section 9.5(b) reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts. (iv) The Party not bringing an action with respect to Product Infringement under this Section 9.5(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) with respect to any KaloBios Patent licensed to KaloBios by a Third Party shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceable.

Product Infringement. (i) For any Product Infringement in the Sanofi FieldField in the Licensed Territory, each Party shall share with the other Party all Confidential Information available to it regarding such alleged existing or threatened infringement. Sanofi SIIL shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the Sanofi FieldInfringement, subject to Section 9.5(b)(iii9.4(b)(ii) through 9.5(b)(iv) below9.4(b)(v). If Sanofi SIIL fails to institute and prosecute an action or proceeding to xxxxx the such Product Infringement in the Sanofi Field within a period of ninety (90) [**] days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the Sanofi FieldSection 9.4(a), then KaloBios Visterra shall have the right, but not the obligationobligation to, to commence a suit or take action to enforce the applicable Sanofi Visterra Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios or Joint Patent against such Third Party perpetrating such Product Infringement in the Sanofi Field in the Licensed Territory at its own cost and expense. In this case, Sanofi SIIL shall take appropriate actions actions, if any, in order to enable KaloBios Visterra to commence a suit or take the actions set forth in the preceding sentence. (ii) For any Product Infringement in the KaloBios Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence. (iii) Each Party shall provide to the Party enforcing any such rights the Visterra Patent or Joint Patent under this Section 9.5(b9.4(b) reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. If any suit brought by SIIL must be brought in MIT’s name or MIT is joined as a party-plaintiff to any suit brought by SIIL, SIIL shall hold MIT harmless from and indemnify MIT against any costs, expenses or liability that MIT incurs in connection with such action on Visterra’s behalf. The enforcing Party with respect to any action under this Section 9.4(b) shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, and shall seek consent of the other Party in any important aspects of such enforcement including determination of litigation strategy, filing of important papers to the competent court, which shall not be unreasonably withheld or delayed. If SIIL brings any action under this Section 9.4(b) involving existing or threatened infringement of the MIT Patents, SIIL shall consult with Visterra to seek input from MIT and shall consider the views of MIT regarding the advisability of the proposed action and its effect on the public interest, including without limitation, the availability and accessibility of Products at a reasonable price to people most in need within GAVI-Eligible Countries. Visterra shall cooperate with SIIL in facilitating all correspondence with MIT required under this Section 9.4(b)(ii). (iii) If SIIL commences a Product Infringement action, it shall bear all internal and out-of-pocket costs and expenses incurred by both Parties in connection with such action. In the event that Visterra commences a Product Infringement action, it shall bear all internal and out-of-pocket costs and expenses incurred by both Parties in connection with such action. (iv) The Party not bringing an action with respect to Product Infringement under this Section 9.5(b9.4(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) Notwithstanding anything to the contrary contained herein, MIT shall have the first right to defend any Product Infringement involving a Patent Challenge with respect to any KaloBios Patent licensed to KaloBios by a Third Party the MIT Patents as set forth in Section 7.3 of the MIT Agreement, and Visterra shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) consult with and keep SIIL reasonably informed with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceablethereto.

Product Infringement. (i1) For any Product Infringement in the Sanofi FieldInfringement, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. Sanofi With respect to any UA Patent, the Parties’ rights and obligations recited in this Section 9.5 are subject to BioLineRx’s obligations under Section 10.1 of the Upstream Agreement; BioLineRx shall exercise its rights thereunder to the extent requested by Cypress under this Section 9.5. Cypress shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action in the Cypress Territory against any person or entity engaged in such Product Infringement in the Sanofi FieldInfringement, subject to Section 9.5(b)(iii9.5(b)(2) through 9.5(b)(iv) 9.5(b)(4), below. If Sanofi Cypress fails to institute and prosecute an action or proceeding in the Cypress Territory to xxxxx the Product Infringement in the Sanofi Field within a period of ninety (90) [***] days after the first notice is delivered under Section 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent ), then BioLineRx (or otherwise having knowledge one of the Product Infringement in Upstream Licensors, if Section 10.1.3 of the Sanofi Field, then KaloBios Upstream Agreement is applicable) shall have the right, but not the obligation, to commence a suit or take action in the Cypress Territory to enforce the applicable Sanofi Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios Patent BioLineRx Patents against such Third Party perpetrating such Product Infringement in the Sanofi Field in the Territory Infringement, at its own cost and expense. In this casethe event that BioLineRx (or an Upstream Licensor, Sanofi shall take appropriate actions in order to enable KaloBios if applicable) exercises such right to commence a such suit or to take the actions set forth action in the preceding sentenceCypress Territory regarding such Product Infringement, Cypress shall reasonably cooperate with BioLineRx (or the Upstream Licensor, if applicable) in connection with such BioLineRx Patent enforcement efforts. (ii) For any Product Infringement in the KaloBios Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence. (iii2) Each Party shall provide to the Party enforcing any such rights under this Section 9.5(b) reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, efforts and shall reasonably consider the other Party’s comments on any such efforts. (iv3) Each Party shall bear all of its own internal costs incurred in connection with its activities under this Section 9.5(b). In the event a Party commences a Product Infringement action in the Cypress Territory, it shall bear all external costs and expenses for such action. The Party not bringing an action with respect to Product Infringement under this Section 9.5(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensechoice, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) with respect to any KaloBios Patent licensed to KaloBios by a Third Party shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceable.

Product Infringement. (i) For any Product Infringement in the Sanofi FieldInfringement, each Party shall share with the other Party all Confidential Information information available to it regarding such alleged infringement. Sanofi Norgine shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the Sanofi FieldLicensed Territory, including the right to defend any related, counterclaim or parallel claim alleging the invalidity, unenforceability or non-infringement of any of the Tranzyme Patents or Joint Patents, subject always to Section 9.5(b)(iiiSections 9.4(b)(i) through 9.5(b)(iv9.4(b)(iii), below, provided that Norgine shall obtain Tranzyme’s prior written approval before asserting any claim in the Tranzyme Other-Product Patents (other than any TZP-101 Specific Claims) belowin such action. If Sanofi Norgine fails to institute and prosecute an action or proceeding to xxxxx address the Product Infringement in the Sanofi Field within a period of ninety (90) days after the first notice under 9.5(aSection 9.4(a) (or if Norgine as exclusive licensee is unable to elect to enforce institute and prosecute such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge an action in a particular jurisdiction of the Product Infringement Licensed Territory as a matter of Law in the Sanofi Fieldjurisdiction in question), then KaloBios Tranzyme shall have the right, but not the obligation, right to commence a suit or take action to enforce the applicable Sanofi Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios Patent against such Third Party perpetrating such Product Infringement in the Sanofi Field Licensed Territory. Where Norgine wishes to institute and prosecute such an action but is prevented from doing so as a matter of Law in the Territory jurisdiction in question, Tranzyme shall exercise the foregoing right as Norgine reasonably requests and at its own Norgine’s cost (in which case Norgine shall remain the Enforcing Party for the purpose of Section 9.4(b)(ii) and expenseSection 9.4(d)); where Norgine may institute and prosecute such an action but chooses not to, Tranzyme shall have the right to but is under no obligation to do so. In this case, Sanofi Norgine shall take appropriate actions in order to enable KaloBios Tranzyme to commence a suit or PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. take the actions set forth in the preceding sentence. . The Party that either (iiA) For any Product Infringement in has the KaloBios Field, each Party shall share with the other Party all Confidential Information available right to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost institute and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails prosecute and elects to institute and prosecute an action or proceeding under this Section 9.4(b) or, (B) is required to xxxxx institute and prosecute an action under this Section 9.4(b), being the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence“Enforcing Party”. (iiii) Each Party shall provide to the Enforcing Party enforcing any such rights under this Section 9.5(b) reasonable assistance in such enforcementproceedings, at such enforcing Enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. The enforcing Enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, and shall seek consent of the other Party in any important aspects of such enforcement including, without limitation, determination of litigation strategy, filing of important papers to the competent court, which shall not be unreasonably withheld or delayed. (ivii) Each Party shall bear all of its own internal costs incurred in connection with its activities under this Section 9.4(b). Subject to Section 9.4(b)(iii), the Enforcing Party shall bear all external costs and expenses for such action. (iii) The Party not bringing an action with respect to Product Infringement under this Section 9.5(b9.4(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) with respect to any KaloBios Patent licensed to KaloBios by a Third Party shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceable.

Product Infringement. (i) For any Product Infringement in the Sanofi FieldField in the Licensed Territory, each Party shall share with the other Party all Confidential Information available to it regarding such alleged existing or threatened infringement. Sanofi SIIL shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the Sanofi FieldInfringement, subject to Section 9.5(b)(iii9.4(b)(ii) through 9.5(b)(iv) below9.4(b)(v). If Sanofi SIIL fails to institute and prosecute an action or proceeding to xxxxx the such Product Infringement in the Sanofi Field within a period of ninety (90) [**] days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the Sanofi FieldSection 9.4(a), then KaloBios Visterra shall have the right, but not the obligationobligation to, to commence a suit or take action to enforce the applicable Sanofi Visterra Patent and/or [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. KaloBios or Joint Patent against such Third Party perpetrating such Product Infringement in the Sanofi Field in the Licensed Territory at its own cost and expense. In this case, Sanofi SIIL shall take appropriate actions actions, if any, in order to enable KaloBios Visterra to commence a suit or take the actions set forth in the preceding sentence.. License Agreement SIIL-Visterra – EXECUTION VERSION Page 29 (ii) For any Product Infringement in the KaloBios Field, each Party shall share with the other Party all Confidential Information available to it regarding such alleged infringement. KaloBios shall have the first right, but not the obligation, to bring at its own cost and expense an appropriate suit or other action against any person or entity engaged in such Product Infringement in the KaloBios Field, subject to Section 9.5(b)(iii) through 9.5(b)(iv) below. If KaloBios fails to institute and prosecute an action or proceeding to xxxxx the Product Infringement in the KaloBios Field within a period of ninety (90) days after the first notice under 9.5(a) to elect to enforce such Sanofi Patent and/or KaloBios Patent or otherwise having knowledge of the Product Infringement in the KaloBios Field, then Sanofi shall have the right, but not the obligation, to commence a suit or take action to enforce the applicable Sanofi Patent and/or KaloBios Patent against such Third Party perpetrating such Product Infringement in the KaloBios Field in the Territory at its own cost and expense. In this case, KaloBios shall take appropriate actions in order to enable Sanofi to commence a suit or take the actions set forth in the preceding sentence. (iii) Each Party shall provide to the Party enforcing any such rights the Visterra Patent or Joint Patent under this Section 9.5(b9.4(b) reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by applicable Law to pursue such action. If any suit brought by SIIL must be brought in MIT’s name or MIT is joined as a party-plaintiff to any suit brought by SIIL, SIIL shall hold MIT harmless from and indemnify MIT against any costs, expenses or liability that MIT incurs in connection with such action on Visterra’s behalf. The enforcing Party with respect to any action under this Section 9.4(b) shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, and shall seek consent of the other Party in any important aspects of such enforcement including determination of litigation strategy, filing of important papers to the competent court, which shall not be unreasonably withheld or delayed. If SIIL brings any action under this Section 9.4(b) involving existing or threatened infringement of the MIT Patents, SIIL shall consult with Visterra to seek input from MIT and shall consider the views of MIT regarding the advisability of the proposed action and its effect on the public interest, including without limitation, the availability and accessibility of Products at a reasonable price to people most in need within GAVI-Eligible Countries. Visterra shall cooperate with SIIL in facilitating all correspondence with MIT required under this Section 9.4(b)(ii). (iii) If SIIL commences a Product Infringement action, it shall bear all internal and out-of-pocket costs and expenses incurred by both Parties in connection with such action. In the event that Visterra commences a Product Infringement action, it shall bear all internal and out-of-pocket costs and expenses incurred by both Parties in connection with such action. (iv) The Party not bringing an action with respect to Product Infringement under this Section 9.5(b9.4(b) shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the Party bringing such action. (v) Sanofi’s rights under this Section 9.5(b) Notwithstanding anything to the contrary contained herein, MIT shall have the first right to defend any Product Infringement involving a Patent Challenge with respect to any KaloBios Patent licensed to KaloBios by a Third Party the MIT Patents as set forth in Section 7.3 of the MIT Agreement, and Visterra shall be subject to the rights of such Third Party to enforce such KaloBios Patent and/or defend against any claims that such KaloBios Patent is invalid or unenforceable. (vi) KaloBios’ rights under this Section 9.5(b) consult with and keep SIIL reasonably informed with respect to any Sanofi Patent licensed to Sanofi by a Third Party shall be subject to the rights of such Third Party to enforce such Sanofi Patent and/or defend against any claims that such Sanofi Patent is invalid or unenforceablethereto.