Common use of Rights and Procedures Clause in Contracts

Rights and Procedures. If either Party believes that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”), it shall notify the other Party in writing and provide it with any evidence of such Infringement/Challenge that is reasonably available to such Party. (i) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any Compound-Specific Patent Rights. (ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company shall have the first right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in the Field; provided that if the Company determines not to remove or defend against any such Infringement/Challenge within ninety (90) days of receiving notice of any such Infringement/Challenge (or such other period as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge), SpinCo shall, at its sole cost and expense, have the right, but not the obligation, to defend against such remove or defend against any such Infringement/Challenge, subject to the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (the Party with the right to remove or defend such Infringement/Challenge being referred to as the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination of activities between the Parties with respect to the activities carried on pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Rights and Procedures. If In the event that either Party reasonably believes that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities Party may be infringing any of the GPC Biotech Patents, the Licensee Patents, the Joint Patents or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”)the Product Trademarks, it such Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such Infringement/Challenge that determination is reasonably available based. With respect to such Party. (i) The Company shall the GPC Biotech Patents, the Joint Patents and the Product Trademarks, GPC Biotech shall, subject to the Spectrum Agreement, have the sole first right, but not the obligation, at through counsel of its sole cost and expensechoosing, to remove or defend against take any Infringement/Challenge with respect measures it deems appropriate to stop such infringing activities by such Third Party in any Compound-Specific Patent Rights. (ii) SpinCo shall have part of the sole right, but not the obligation, at its sole cost and expenseTerritory or, to remove or defend against any Infringement/Challenge the extent not in conflict with respect the terms of this Agreement, to any SpinCo Platform Patent Rights grant the infringing Third Party adequate rights and any Extended IP Access Period Patent Rights. (iii) licenses necessary for continuing such activities. With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rightsthe Licensee Patents, SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company Licensee shall have the first right, but not the obligation, through counsel of its choosing, to take any measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Territory or, to the extent not in conflict with the terms of this Agreement, to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities. Upon reasonable request by the enforcing Party, the other Party shall give the enforcing Party all reasonable information and assistance, including allowing the enforcing Party access to the other Party’s files and documents and to the other Party’s personnel who may have possession of relevant information and, if necessary for the enforcing Party to prosecute any legal action, joining in the legal action as a party at its sole cost and own expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in . In the Field; provided that if event the Company determines not to remove or defend against any such Infringement/Challenge enforcing Party fails within ninety (90) days of receiving following notice of such infringement, as provided in the first sentence of this Section 8.3.1, or earlier notifies the other Party in writing of its intent not to take commercially appropriate steps to stop any infringement of any (a) GPC Biotech Patent, Joint Patent or Product Trademark in the Licensee Territory, in the case of GPC Biotech, or (b) Licensee Patent in the Territory, in the case of Licensee, that is likely or could reasonably be expected to have a material adverse effect on the sale of the Licensed Product in the Territory and the enforcing Party has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities, then, unless the enforcing Party provides the other Party with a commercially reasonable basis in writing for not taking such Infringement/Challenge (or such steps, the other period as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge), SpinCo shall, at its sole cost and expense, Party shall have the right, but not the obligation, to defend against do so at the other Party’s sole cost and expense; provided, however, that if the enforcing Party has commenced negotiations with an alleged infringer for discontinuance of such remove or defend against any infringement within such Infringement/Challengeninety (90) day period, subject the enforcing Party shall have an additional ninety (90) days to conclude its negotiations before the Company’s prior written consentother Party may bring suit for such infringement. Upon reasonable request by the other Party, not to be unreasonably withheld, conditioned or delayed (the enforcing Party shall give the other Party all reasonable information and assistance in connection with the right to remove or defend such Infringement/Challenge being referred to as the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination of activities between the Parties with respect to the activities carried on pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDsuit for infringement.

Rights and Procedures. If In the event that either Party reasonably believes that a Third Party or Sublicensee may be infringing any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights of the Licensed Patents or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”)Patents, it such Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such Infringement/Challenge that determination is reasonably available to such Party. (i) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any Compound-Specific Patent Rights. (ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company based. AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to take any measures it deems appropriate to stop such infringing activities by such Third Party or Sublicensee in any part of the Territory or to grant to the infringing Third Party or Sublicensee adequate rights and licences necessary for continuing such activities in the Territory. However, AstraZeneca shall not grant any rights or license under this Section 15.1 which would diminish or otherwise alter the exclusive license to Neoprobe granted in Section 3. Upon reasonable request by AstraZeneca, Neoprobe shall give AstraZeneca all reasonable information and assistance, including allowing AstraZeneca access to Neoprobe’s files and documents and to Neoprobe’s personnel who may have possession of relevant information and, if necessary for AstraZeneca to prosecute any legal action, joining in the legal action as a party at its sole cost and own expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in . In the Field; provided that if the Company determines not to remove or defend against any such Infringement/Challenge event AstraZeneca fails within ninety (90) days of receiving following notice of any such Infringement/Challenge (infringement, or such other period as may be required earlier notifies Neoprobe in writing of its intent not, to preserve SpinCo’s right take commercially appropriate steps to remove any infringement of any Licensed Patent or defend against Joint Patent that is likely to have a material adverse effect on the sale of the Licensed Product, and AstraZeneca has not granted the infringing Third Party or Sublicensee rights and licences to continue its otherwise infringing activities, then unless AstraZeneca has a commercially reasonable basis in writing for not taking such Infringement/Challenge)steps, SpinCo shalland provides Neoprobe with written notice thereof within the ninety (90) day period, at its sole cost and expense, Neoprobe shall have the right, but not the obligation, to defend against do so at Neoprobe’s sole cost and expense; provided, however, that if AstraZeneca has commenced negotiations with an alleged infringer for discontinuance of such remove or defend against infringement within such ninety (90) day period, AstraZeneca shall have an additional ninety (90) days to conclude its negotiations before Neoprobe may bring suit for such infringement. Upon reasonable request by Neoprobe, AstraZeneca shall give Neoprobe all reasonable information and assistance in connection with such suit for infringement and AstraZeneca agrees to become a party to any such Infringement/Challengesuit as required as a party being the owner of an asserted Licensed Patent, subject to the Companybut at Neoprobe’s prior written consent, not to be unreasonably withheld, conditioned or delayed (the Party sole cost and expense. Confidential Treatment – Asterisked material has been omitted and filed separately with the right to remove or defend such Infringement/Challenge being referred to as the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication Securities and coordination of activities between the Parties with respect to the activities carried on Exchange Commission pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDa request for confidential treatment.

Rights and Procedures. If either Party believes AZ or ABX determines that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Licensed IP Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is are being infringed by a Third Party’s activities or (ii) and that such infringement is being challenged as invalid or unenforceable (“Infringement/Challenge”)reasonably likely to affect the exercise by the Parties of their respective rights and obligations under this Agreement, it shall promptly notify the other Party in writing and provide it such other Party with any evidence of such Infringement/Challenge infringement that is reasonably available to such Partyavailable. (ia) The Company With respect to XenoMouse Patent Rights, ABX Antibody Patent Rights and ABX Additional Technology Patent Rights, ABX shall have the sole right, right (but not the obligation), at its sole cost and expense, to remove such infringement. (b) With respect to Development Program Patent Rights, Additional Development Program Patent Rights, Oncology Patent Rights and AZ Additional Technology Patent Rights, AZ or defend against its nominee shall have the sole right (but not the obligation), at its expense, to remove such infringement. (c) With respect to Antigen-Specific Patent Rights and Collaboration Patent Rights, AZ shall have the sole right (but not the obligation), at its expense, to remove such infringement, except to the extent that such infringement relates to a Discontinued Antigen or a Failed Antigen. With respect to Antigen-Specific Patent Rights to the extent they cover a Discontinued Antigen or a Failed Antigen, ABX shall have the sole right (but not the obligation), at its expense, to remove any Infringement/Challenge such infringement of the ABX Antigen-Specific Patent Rights and AZ shall have the sole right (but not the obligation), at its expense, to remove any such infringement of the AZ Antigen-Specific Patent Rights. With respect to Collaboration Patent Rights that relate to a Discontinued Antigen or a Failed Antigen and Other Patent Rights, the Parties shall use good faith efforts to determine whether to seek to remove such infringement and, if applicable, a strategy for seeking to remove such infringement, provided that the Party or Parties whose products are adversely affected by such infringement shall have the first right (but not the obligation), at such Party’s(ies’) expense, to remove such infringement. For purposes of Section 12.2.1(d), the Party having the first right to control the enforcement of any Patent Rights as set forth in the preceding sentence shall be referred to as the “Controlling Party”, and the other Party shall be referred to as the “Non-Controlling Party”, with respect to any Compound-Specific such Patent Rights. (iid) SpinCo shall have If the sole right, but not Controlling Party fails to xxxxx any such infringement of the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Collaboration Patent Rights and any Extended IP Access Period Patent Rights. (iii) With respect that relate to any Infringement/Challenge in relation to any SpinCo Background a Discontinued Antigen or Failed Antigen or the Other Patent Rights, SpinCo Collaboration Patent Rightsor to file an action to xxxxx such infringement, and Joint Collaboration Patent Rights within sixty (excluding (x60) days after a written request from the Non-Controlling Party to do so, or if the Controlling Party discontinues the prosecution of any Compoundsuch action after filing, the Non-Specific Patent RightsControlling Party at its expense may, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rightsin its discretion, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, undertake such action as it determines appropriate to remove or defend against any Infringement/Challenge with respect to any enforce such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company shall have the first right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in the Field; provided that if the Company determines not to remove or defend against any such Infringement/Challenge infringement; provided, however, if the Controlling Party has commenced negotiations with an alleged infringer for discontinuance of such infringement within such [Confidential treatment requested] period, the Controlling Party shall have an additional ninety (90) days of receiving notice of any to conclude its negotiations before the Non-Controlling Party unilaterally may bring suit for such Infringement/Challenge (or such other period as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge), SpinCo shall, at its sole cost and expense, have the right, but not the obligation, to defend against such remove or defend against any such Infringement/Challenge, subject to the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (the Party with the right to remove or defend such Infringement/Challenge being referred to as the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination of activities between the Parties with respect to the activities carried on pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDinfringement.

Rights and Procedures. If In the event that either Party reasonably believes that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities Party may be infringing any of the Licensor Patents, the Licensee Patents, the Joint Patents or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”)the Product Trademarks, it such Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such Infringement/Challenge that determination is reasonably available to such Party. (i) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any Compound-Specific Patent Rights. (ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) based. With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rightssuch suspected infringement of the Licensor Patents, SpinCo Collaboration Patent Rightsthe Licensee Patents, and the Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (Patents or the Exploitation thereof) Product Trademarks that is likely or could reasonably be expected to have a material adverse effect on the sale of the Licensed Products in the FieldLicensee Territory, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company Licensee shall have the first right, but not the obligation, at through counsel of its sole cost and expensechoosing, to remove or defend against take any Infringement/Challenge that is measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Licensee Territory. In respect of such infringement and to the extent not described by clause (A) or (B) that may reasonably impact in conflict with the terms of this Agreement, Licensee shall have the right to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities in any Acquired Compound or Acquired Product in part of the FieldLicensee Territory to the extent Licensee has the right to grant such rights under Section 2.3; provided that if such Third Party shall then be deemed a Sublicensee hereunder. In the Company determines not to remove or defend against any such Infringement/Challenge event Licensee fails within ninety (90) days of receiving following notice of such infringement, as provided in the first sentence of this Section 8.3.1, or earlier notifies Licensor in writing of its intent not to take, or thereafter ceases to take, Commercially Reasonable steps to stop any such Infringement/Challenge (infringement of any Licensor Patent, Licensee Patent, Joint Patent or such other period Product Trademark in the Licensee Territory and Licensee has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge)permitted above, SpinCo shall, at its sole cost and expense, then Licensor shall have the right, but not the obligation, to defend against such remove or defend against any such Infringement/Challengedo so. Upon reasonable request by the enforcing Party, subject the other Party shall give the enforcing Party all reasonable information and assistance, including allowing the enforcing Party access to the Companyother Party’s prior written consentfiles and documents and to the other Party’s personnel who may have possession of relevant information and, not if necessary for the enforcing Party to be unreasonably withheldprosecute any legal action, conditioned or delayed (joining in the Party with legal action as a party at its own expense. Licensor retains the sole right to remove or defend such Infringement/Challenge being referred to as enforce the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination Licensor Patents in respect of activities between the Parties with respect to the activities carried on pursuant to the terms of any infringement not covered by this Section 6.6(a)(iii)8.3.1. For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.- 45 -

Rights and Procedures. If In the event that either Party reasonably believes that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities Party may be infringing any of the Licensor Patents, the Licensee Patents, the Joint Patents or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”)the Product Trademarks, it such Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such Infringement/Challenge that determination is reasonably available to such Party. (i) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any Compound-Specific Patent Rights. (ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) based. With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rightssuch suspected infringement of the Licensor Patents, SpinCo Collaboration Patent Rightsthe Licensee Patents, and the Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (Patents or the Exploitation thereof) Product Trademarks that is likely or could reasonably be expected to have a material adverse effect on the sale of the Licensed Products in the FieldLicensee Territory, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company Licensee shall have the first right, but not the obligation, at through counsel of its sole cost and expensechoosing, to remove or defend against take any Infringement/Challenge that is measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Licensee Territory. In respect of such infringement and to the extent not described by clause (A) or (B) that may reasonably impact in conflict with the terms of this Agreement, Licensee shall have the right to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities in any Acquired Compound or Acquired Product in part of the FieldLicensee Territory to the extent Licensee has the right to grant such rights under Section 2.3; provided that if such Third Party shall then be deemed a Sublicensee hereunder. In the Company determines not to remove or defend against any such Infringement/Challenge event Licensee fails within ninety (90) days of receiving following notice of such infringement, as provided in the first sentence of this Section 8.3.1, or earlier notifies Licensor in writing of its intent not to take, or thereafter ceases to take, Commercially Reasonable steps to stop any such Infringement/Challenge (infringement of any Licensor Patent, Licensee Patent, Joint Patent or such other period Product Trademark in the Licensee Territory and Licensee has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge)permitted above, SpinCo shall, at its sole cost and expense, then Licensor shall have the right, but not the obligation, to defend against such remove or defend against any such Infringement/Challengedo so. Upon reasonable request by the enforcing Party, subject the other Party shall give the enforcing Party all reasonable information and assistance, including allowing the enforcing Party access to the Companyother Party’s prior written consentfiles and documents and to the other Party’s personnel who may have possession of relevant information and, not if necessary for the enforcing Party to be unreasonably withheldprosecute any legal action, conditioned or delayed (joining in the Party with legal action as a party at its own expense. Licensor retains the sole right to remove or defend such Infringement/Challenge being referred to as enforce the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination Licensor Patents in respect of activities between the Parties with respect to the activities carried on pursuant to the terms of any infringement not covered by this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED8.3.1.

Rights and Procedures. If In the event that either Party believes has cause to believe that a Third Party may be infringing any SpinCo Background Patent Rightsof the Licensed Patents, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights Licensee Patents or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities or (ii) is being challenged as invalid or unenforceable (“Infringement/Challenge”)Patents in the Field in the Territory, it shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such Infringement/Challenge that determination is reasonably available to such Party. (i) The Company shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect based. Subject to any Compound-Specific Patent Rights. (ii) SpinCo shall have rights of Tulane under the sole rightTulane License, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company Licensee shall have the first right, but not the obligation, at through counsel of its sole cost and expensechoosing, to remove take measures to stop such infringement of the Licensed Patents or defend against any Infringement/Challenge that is not described Joint Patents by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product such Third Party in the Field; provided that Field in the Territory or to grant to the infringing Third Party adequate rights and licenses necessary for continuing the otherwise infringing activities in the Field in the Territory. Licensee shall control such action and, upon reasonable request by Licensee, Licensor shall give Licensee all reasonable information and assistance, including allowing Licensee access to Licensor's files and documents and to Licensor's personnel who may have possession of relevant information and, if necessary for Licensee to prosecute any legal action, joining in the Company determines not legal action as a party, and the Parties shall share Licensor's reasonable costs and expenses incurred with respect to such joinder in accordance with Section 9.3.4. Licensor shall use its Commercially Reasonable Efforts to obtain any consents required by Tulane under the Tulane License to remove or defend against any such Infringement/Challenge infringement. If Licensee fails within ninety (90) days of receiving following notice of such infringement, or earlier notifies Licensor in writing of its intent not to take commercially appropriate steps to remove any such Infringement/Challenge (infringement of any Licensed Patent or such other period as may be required Joint Patent, and Licensee has not granted the infringing Third Party rights and licenses to preserve SpinCo’s continue its otherwise infringing activities, then Licensor shall have the right to remove or defend against such Infringement/Challenge)infringement at Licensor's expense; PROVIDED, SpinCo shallHOWEVER, that if Licensee has commenced negotiations with an alleged infringer for discontinuance of such infringement within such ninety (90) day period, Licensee shall have an additional ninety (90) days to conclude its negotiations before Licensor may bring suit for such infringement. Upon reasonable request by Licensor and at its sole Licensor's cost and expense, have the right, but not the obligation, to defend against Licensee shall give Licensor all reasonable information and assistance in connection with such remove or defend against any such Infringement/Challenge, subject to the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (the Party with the right to remove or defend such Infringement/Challenge being referred to as the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination of activities between the Parties with respect to the activities carried on pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDsuit for infringement.

Rights and Procedures. If In the event that either Party believes supposes that any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, Company Collaboration Patent Rights or Joint Collaboration Patent Rights (including any Compound-Specific Patent Rights) (i) is being infringed by a Third Party’s activities Party or (ii) is being challenged as invalid Sublicensee may be infringing any of the Licensed Patents, Joint Patents or unenforceable (“Infringement/Challenge”)AstraZeneca Patents, it such Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide the alleged infringement complained of and furnishing the information upon which such determination is based. AstraZeneca shall be entitled, in its sole discretion but after notifying Avanir (if time permits), through counsel of its choosing, to take any measures it deems appropriate to stop such infringing activities by such Third Party or Sublicensee in any part of the Territory or to grant to the infringing Third Party or Sublicensee adequate rights and licences necessary for continuing such activities in the Territory. Upon reasonable request by AstraZeneca, Avanir shall give AstraZeneca all reasonable information and assistance, including allowing AstraZeneca access to Avanir's files and documents and to Avanir's personnel who may have ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED possession of relevant information and, if necessary for AstraZeneca to prosecute any evidence legal action, joining in the legal action as a party at its own expense. In the event AstraZeneca fails within *** following notice of such Infringement/Challenge infringement, or earlier notifies Avanir in writing of its intent not, to take commercially appropriate steps to remove any infringement of any Licensed Patent, Joint Patent or AstraZeneca Patent that is reasonably available likely to such Party. (i) The Company have a material adverse effect on the sale of the Licensed Product, and AstraZeneca has not granted the infringing Third Party or Sublicensee rights and licences to continue its otherwise infringing activities, Avanir shall have the sole rightright to do so at Avanir's expense; provided, but not the obligationhowever, that if AstraZeneca has commenced negotiations with an alleged infringer for discontinuance of such infringement within such *** period, AstraZeneca shall have an additional *** to conclude its negotiations before Avanir may bring suit for such infringement. Upon reasonable request by Avanir and at its sole Avanir's cost and expense, to remove or defend against any Infringement/Challenge AstraZeneca shall give Avanir all reasonable information and assistance in connection with respect to any Compound-Specific Patent Rightssuch suit for infringement. (ii) SpinCo shall have the sole right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge with respect to any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights. (iii) With respect to any Infringement/Challenge in relation to any SpinCo Background Patent Rights, SpinCo Collaboration Patent Rights, and Joint Collaboration Patent Rights (excluding (x) any Compound-Specific Patent Rights, which are governed by Section 6.6(a)(i) and (y) any SpinCo Platform Patent Rights and any Extended IP Access Period Patent Rights, which are governed by Section 6.6(a)(ii)), (A) the Company shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***], including any Acquired Compound or Acquired Product (or the Exploitation thereof) in the Field, (B) SpinCo shall have the sole right, but not the obligation, to remove or defend against any Infringement/Challenge with respect to any such Patent Rights that [***] and (C) the Company shall have the first right, but not the obligation, at its sole cost and expense, to remove or defend against any Infringement/Challenge that is not described by clause (A) or (B) that may reasonably impact any Acquired Compound or Acquired Product in the Field; provided that if the Company determines not to remove or defend against any such Infringement/Challenge within ninety (90) days of receiving notice of any such Infringement/Challenge (or such other period as may be required to preserve SpinCo’s right to remove or defend against such Infringement/Challenge), SpinCo shall, at its sole cost and expense, have the right, but not the obligation, to defend against such remove or defend against any such Infringement/Challenge, subject to the Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed (the Party with the right to remove or defend such Infringement/Challenge being referred to as the “Lead Litigation Party”). The Parties shall cooperate to ensure that there is proper communication and coordination of activities between the Parties with respect to the activities carried on pursuant to the terms of this Section 6.6(a)(iii). For the avoidance of doubt, [***]. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.