Common use of Enforcement of Intellectual Property Rights Clause in Contracts

Enforcement of Intellectual Property Rights. (i) The sole owner of a Patent, Trademark, Know-how or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the action.

Enforcement of Intellectual Property Rights. (i) The sole owner of a Patent8.5.1 As between the Parties, Trademark, Know-how or Confidential Information Evommune shall have the exclusive first right (but not obligation), at its cost, to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating any Licensed Patent covering the Compound or any Product in the Field in the Territory, and to defend the Licensed Patents in the Territory from any claim of invalidity or unenforceability in connection therewith (collectively, to “Enforce the Licensed Patents”). Evommune shall keep Maruho reasonably informed with respect to any such Knowproceedings (such proceedings, “Enforcement Proceedings”). Notwithstanding any provision to the contrary and for the avoidance of doubt, neither Evommune nor Dermira shall incur any liability to Maruho as a consequence of such Enforcement Proceeding or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed, or unenforceable. All amounts recovered from an Enforcement Proceeding contemplated by this Section 8.5.1 shall be first used to reimburse each Party’s (and, if applicable, Dermira’s) reasonable out-how or Confidential Informationof-pocket costs and expenses incurred in connection with such action, then paid to Dermira in accordance with its right to such proceeds under Section 8.5 of the Dermira License, and any remainder shall be allocated as follows: [***] to Evommune and [***] to Maruho. Green Cross shall have For the initial right avoidance of doubt, Evommune reserves on behalf of Dermira all of Dermira’s rights to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold misappropriating or otherwise violating Dermira’s Know-How, Patents, and confidential information (including to the extent included in the Territory. If Green Cross has Licensed Technology). 8.5.2 Subject to the provisions of Section 8.5.3, in the event that Evommune fails to take any action to Enforce the Licensed Patents within [***] days of delivery of Infringement Notice, then Maruho shall have the right (but not obligation) to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not Enforce the Licensed Patents; provided, however, that, in the event that ▇▇▇▇▇▇ such violation of Jointly Owned desires to Enforce the Licensed Patents, including by commencement of Maruho shall only proceed with such Enforcement Proceedings if (a) it has a lawsuit against bona fide and documented interest in maintaining the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned patent claims in the applicable Licensed Patents, then MacroGenics shall be entitled (but shall not be obligatedb) to take all actions reasonably necessary to it has a reasonable chance of success on the merits in the view of outside patent counsel as shared with ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ , and (c) it proceeds with such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of Enforcement Proceeding using Commercially Reasonable Efforts. Maruho shall keep Evommune reasonably informed with respect to any such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) Enforcement Proceedings. All amounts recovered from enforcement of any such rights an Enforcement Proceeding contemplated by either Party in the Territory relating to the intellectual property licensed under this Agreement Section 8.5.2 shall be first used to reimburse each Party’s (and, if applicable, Dermira’s) reasonable out-of-pocket costs and expenses incurred in connection with such action, then paid to Dermira in accordance with its right to such proceeds under Section 8.5 of the Dermira License, and any remainder shall be allocated as follows: [***] to Maruho and [***] to Evommune. 8.5.3 Notwithstanding any provision to the contrary, ▇▇▇▇▇▇ acknowledges and agrees that, in the event that neither Evommune nor ▇▇▇▇▇▇ takes any action to Enforce the Licensed Patents within [***] days after delivery of an Infringement Notice, Dermira shall have the right to Enforce the Licensed Patents in accordance with Section 8.5 of the Dermira License. All amounts recovered from Dermira’s activities contemplated by this Section 8.5.3 and paid to Evommune in accordance with the terms of the Dermira License shall be first used to reimburse each Party’s reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated allocated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from follows: [*** = Portions of this exhibit have been omitted pursuant *] to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating Evommune and [***] to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionMaruho.

Enforcement of Intellectual Property Rights. a. EdiZONE shall have an affirmative duty to monitor the compliance of its contractual assignees, licensees or sublicensees that may infringe upon or otherwise affect the Patent Properties, Trade Secret Properties or Purple’s other rights hereunder, in a commercially reasonable manner, in accordance with past vigilant practices. b. If (ia) either Party has knowledge of any threatened, suspected, alleged, or actual infringement or misappropriation of any of the Patent Properties or any of the Trade Secret Properties or (b) a third party alleges that any of the Patent Properties is invalid or unenforceable, or claims that a licensed product, or its use, development, manufacture, or sale infringes such third party's intellectual property rights, then in either such case the Party possessing such knowledge or such awareness of such allegations shall promptly provide written notice as soon as practicable to the other Party and provide it with all details of such infringement, misappropriation or claim, as applicable, that are known to such Party. c. The Parties recognize that it may be in the best interest of both Parties to cooperate in any settlement discussions relating to any threatened, suspected, alleged, or actual infringement or misappropriation of any of the Patent Properties or Trade Secret Properties, and the Parties agree to negotiate in good faith concerning such cooperation for thirty (30) days following notification of such infringement or threat (the “Notice” and the date of such Notice, the “Notice Date”). The negotiation shall include such items as the sharing of costs and the sharing of awards or settlement payments. d. In the event that the Parties are unable to reach an agreement (to their mutual satisfaction) regarding cooperation pursuant to Section 12.c. above within thirty (30) days after the Notice Date, or such other period as they may agree, Purple may, in its sole owner discretion and at its own expense, take any action that it deems appropriate (including no action) concerning such suspected infringement of or threat to any Patent Properties or Trade Secret Properties including, without limitation, the right to enforce the Patent Properties or Trade Secret Properties against third parties and any Patent Properties and Trade Secret Properties which are licensed to EdiZONE in this Agreement but are within the Purple Field of Use. To the extent practicable, Purple shall provide EdiZONE with reasonable notice with respect to any such proceedings or actions. If Purple receives any monetary recovery from such suspected infringer, Purple may use and dispose of such monetary recovery as it deems appropriate. e. If Purple has not taken any action with respect to a Patentmatter brought to Purple’s attention by Notice within one hundred and twenty (120) days after the Notice Date, TrademarkEdiZONE may, Know-how subject to Purple’s approval, which may not be unreasonably withheld or Confidential Information delayed, and at EdiZONE’s own expense, take any action against third parties referred to in the Notice that it deems appropriate concerning such suspected infringement of or threat to any Patent Properties or Trade Secret Properties which are licensed to EdiZONE in this Agreement and are within the EdiZONE Field of Use. If EdiZONE receives any monetary recovery from such suspected infringer, EdiZONE may use and dispose of such monetary recovery as it deems appropriate. f. To the extent it is necessary for EdiZONE or Purple to be joined in any enforcement proceeding or action commenced by the other Party, EdiZONE or Purple, as the case may be, agrees to voluntarily join or allow the other Party to ▇▇▇ in its name subject to the Party commencing such proceeding or action fully indemnifying and holding harmless the other Party from any and all costs, losses, liabilities, claims or other expenses (including, without limitation, reasonable attorneys’ fees) arising from such joinder in the enforcement proceeding or action; provided, however, that no such indemnification obligation shall arise from the breach of any license or agreement by the other Party, or the wrongful act or deed of the other Party or its officers, directors, members, equityholders, agents or representatives. g. In any action or proceeding, the Parties agree to cooperate with each other in all matters that relate to or affect the prosecution, validity, enforceability and protection of the Patent Properties and Trade Secret Properties. h. The Parties agree that Purple shall have the exclusive right to institute make all decisions regarding and direct legal arising out of the prosecution and related proceedings against or actions involving the patentability, validity, enforceability and protection of the Patent Properties or Trade Secret Properties before any Third Party believed agency, court or other tribunal where such issues are raised. To the extent practicable, Purple shall provide EdiZONE with reasonable notice with respect to be infringing any such proceedings or actions. If Purple declines to take any of the foregoing protective actions with respect to the Patent Properties or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross Trade Secret Properties within the EdiZONE Field of Use, EdiZONE shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in right, but not the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patentsobligation, including by commencement of a lawsuit against the accused person if necessarywith Purple’s prior written consent, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but which shall not be obligated) unreasonably withheld or delayed, to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryprotective actions, including commencement of a lawsuit against the accused Third Party if necessaryat EdiZONE’s own expense. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the action.

Enforcement of Intellectual Property Rights. (i) The sole owner of a PatentWith respect to the Takeda- Owned Patents, Trademark, Know-how or Confidential Information the rights to enforce will be governed by the mechanism set forth in the Takeda License. Licensee shall have the exclusive first right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Knowa Dermira- Owned Patent covering the Compounds or Products, and to defend the Dermira-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims from any claim of invalidity or covers a Product sold unenforceability in the Territoryconnection therewith. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and Licensee or any of its Related Parties does not undertake efforts to ▇▇▇▇▇ such violation of Jointly Owned Patentsintellectual property rights, including by which may include commencement of a lawsuit against the accused person if necessary, within [*** *] days after receiving notice of such infringement of Jointly such Dermira-Owned Patents and immediately after notice of other violation of such Jointly Owned PatentsPatent, then MacroGenics Dermira shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryviolation, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary; provided, within *** after receiving notice however, that Dermira shall consult in advance with Licensee regarding such action. The primary objective of any such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross patent enforcement action shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation preserve exclusivity for the Products and uses thereof in the Territory, including commencement major pharmaceutical markets and other markets with respect to which Licensee or any of a lawsuit against its Related Parties are Developing or Commercializing the accused Third Party if necessary. (iii) Products. All amounts recovered from enforcement of any such rights by either an enforcing Party in the Territory relating to the such intellectual property licensed under this Agreement shall be first used to reimburse each Party’s reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, recovery shall be retained allocated such that the Party that commenced the lawsuit retains [***] of such remainder, and the other [***] is promptly (but no later than [***] Business Days after receipt by the Party instituting that commenced the action, provided that lawsuit) paid to the other Party. The Parties shall keep each other informed of the status of and of their respective activities regarding any remainder retained by Green Cross shall be treated as Net Sales and shall be subject enforcement action pursuant to Green Cross’ royalty payment obligations at the applicable rate specified in this Section 8.5. For amounts recovered as lost profits the amount avoidance of Net Sales represented by such lost profits doubt, Dermira reserves all rights to institute and Green Cross shall direct legal proceedings against any Third Party believed to be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs infringing or misappropriating or otherwise violating Know-How and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionDermira Confidential Information.

Enforcement of Intellectual Property Rights. (i) The sole owner of a Patent8.5.1 As between the Parties, Trademark, Know-how or Confidential Information Evommune shall have the exclusive first right (but not obligation), at its cost, to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating any Licensed Patent covering the Compound or any Product in the Field in any country in the Territory, and to defend the Licensed Patents in any country in the Territory from any claim of invalidity or unenforceability in connection therewith (collectively, to “Enforce the Licensed Patents”). Evommune shall keep Maruho reasonably informed with respect to any such Knowproceedings (such proceedings, “Enforcement Proceedings”). Notwithstanding any provision to the contrary and for the avoidance of doubt, neither Evommune nor Dermira shall incur any liability to Maruho as a consequence of such Enforcement Proceeding or any unfavorable decision resulting therefrom, including any decision holding any such claim invalid, not infringed, or unenforceable. All amounts recovered from an Enforcement Proceeding contemplated by this Section 8.5.1 shall be first used to reimburse each Party’s (and, if applicable, Dermira’s) reasonable out-how or Confidential Informationof-pocket costs and expenses incurred in connection with such action, then paid to Dermira in accordance with its right to such proceeds under Section 8.5 of the Dermira License, and any remainder shall be allocated as follows: [***] to Evommune and [***] to Maruho. Green Cross shall have For the initial right avoidance of doubt, Evommune reserves on behalf of Dermira all of Dermira’s rights to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold misappropriating or otherwise violating Dermira’s Know-How, Patents, and confidential information (including to the extent included in the Territory. If Green Cross has Licensed Technology). 8.5.2 Subject to the provisions of Section 8.5.3, in the event that Evommune fails to take any action to Enforce the Licensed Patents within [***] days of delivery of Infringement Notice, then Maruho shall have the right (but not obligation) to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not Enforce the Licensed Patents; provided, however, that, in the event that ▇▇▇▇▇▇ such violation of Jointly Owned desires to Enforce the Licensed Patents, including by commencement of Maruho shall only proceed with such Enforcement Proceedings if (a) it has a lawsuit against bona fide and documented interest in maintaining the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned patent claims in the applicable Licensed Patents, then MacroGenics shall be entitled (but shall not be obligatedb) to take all actions reasonably necessary to it has a reasonable chance of success on the merits in the view of outside patent counsel as shared with ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ , and (c) it proceeds with such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of Enforcement Proceeding using Commercially Reasonable Efforts. Maruho shall keep Evommune reasonably informed with respect to any such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) Enforcement Proceedings. All amounts recovered from enforcement of any such rights an Enforcement Proceeding contemplated by either Party in the Territory relating to the intellectual property licensed under this Agreement Section 8.5.2 shall be first used to reimburse each Party’s (and, if applicable, Dermira’s) reasonable out-of-pocket costs and expenses incurred in connection with such action, then paid to Dermira in accordance with its right to such proceeds under Section 8.5 of the Dermira License, and any remainder shall be allocated as follows: [***] to Maruho and [***] to Evommune. 8.5.3 Notwithstanding any provision to the contrary, ▇▇▇▇▇▇ acknowledges and agrees that, in the event that neither Evommune nor ▇▇▇▇▇▇ takes any action to Enforce the Licensed Patents within [***] days after delivery of an Infringement Notice, Dermira shall have the right to Enforce the Licensed Patents in accordance with Section 8.5 of the Dermira License. All amounts recovered from Dermira’s activities contemplated by this Section 8.5.3 and paid to Evommune in accordance with the terms of the Dermira License shall be first used to reimburse each Party’s reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated allocated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from follows: [*** = Portions of this exhibit have been omitted pursuant *] to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating Evommune and [***] to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionMaruho.

Enforcement of Intellectual Property Rights. (i) The sole owner THIRD PARTY INFRINGEMENT ---------------------------------------------------------------- 7.3.1 NEWCO and ELAN shall promptly inform the other in writing of any alleged infringement or unauthorized use of which it shall become aware by a Patentthird party of ELAN INTELLECTUAL PROPERTY, TrademarkNEWCO INTELLECTUAL PROPERTY, Know-how or Confidential Information SHEFFIELD INTELLECTUAL PROPERTY and/or JOINT INTELLECTUAL PROPERTY and provide such other with any available evidence of such unauthorized activity. 7.3.2 During the TERM, NEWCO shall have the exclusive right to institute pursue at its own expense any enforcement activities of the ELAN INTELLECTUAL PROPERTY the NEWCO INTELLECTUAL PROPERTY, the SHEFFIELD INTELLECTUAL PROPERTY and/or the JOINT INTELLECTUAL PROPERTY within the FIELDS. ELAN shall agree to be named as a necessary party in an action brought by and direct legal proceedings against any Third Party fully financed by NEWCO and will reasonably co-operate with such action. Any expenses borne by ELAN shall be reimbursed by NEWCO. Any recovery remaining after the deduction by NEWCO of the reasonable expenses (including attorney's fees) incurred in relation to such action shall be treated as NSP for all the purposes of this AGREEMENT. Should NEWCO decide not to enforce the ELAN INTELLECTUAL PROPERTY, the SHEFFIELD INTELLECTUAL PROPERTY and/or the NEWCO INTELLECTUAL PROPERTY and/or the JOINT INTELLECTUAL PROPERTY within the FIELD, ELAN may do so at its expense and for its own benefit, and NEWCO will reasonably co-operate with such action. Any actual out of pocket expenses borne by NEWCO in cooperating with such action shall be reimbursed by ELAN. 7.3.3 Notwithstanding anything contained in Article 7.3.2 to the contrary, in the event that a third party is believed to be infringing any intellectual property right relating to the MSI DELIVERY SYSTEM, then at the request of NEWCO, SHEFFIELD shall, at SHEFFIELD'S discretion, take such Patent or Trademark or misappropriating or otherwise violating reasonable and necessary actions to remove such Know-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold activity or, in the Territory. If Green Cross has alternative, SHEFFIELD shall promptly grant to NEWCO the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation pursue any enforcement activities of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory intellectual property relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionMSI DELIVERY SYSTEM.

Enforcement of Intellectual Property Rights. (i) The Except as expressly set forth in this Section 14.3, the sole owner (as between the Parties) of a Patent, Trademark, Know-how How or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how How or Confidential Information. Green Cross . (ii) Zai shall have the initial right (but not the obligation) to institute and direct legal proceedings in the applicable Territory against any Third Party believed to be infringing (A) Collaboration Product-specific claims within other MacroGenics Licensed Patents (in each case within the scope of the exclusive license granted by MacroGenics to Zai under this Agreement) or Jointly Owned Patents that claims Patents, with respect to the [***] Program before the Opt-In or covers a Product sold MGNX Option Program in the applicable Collaboration Territory, (B) Collaboration Product-specific claims within other MacroGenics Licensed Patents (in each case within the scope of the exclusive license granted by MacroGenics to Zai under this Agreement) or Jointly Owned Patents, with respect to the [***] Program after the Opt-In in the [***] Opt-In Territory, or (C) (1) MacroGenics Product-Specific Patents and (2) License-Only Product-specific claims within MacroGenics Licensed Patents or Jointly Owned Patents, in the License-Only Territory. Zai agrees to discuss the foregoing in good faith with MacroGenics. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(iZai (x) and does not ▇▇▇▇▇ initiate any action against such violation of Jointly Owned Patentsany such Patent or claim, including by commencement of a lawsuit against the accused person if necessarynecessary or obtain settlement thereof (in accordance with this Agreement), within [*** *] after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned PatentsPatent or claim, or (y) if such action is initiated within such period, ceases to pursue or withdraws from such action, then in each case ((x) and (y)) MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the applicable Territory, including commencement of a lawsuit against the accused Third Party if necessary.. [***] = CERTAIN CONFIDENTIAL INFORMATION OMITTED (iiiii) MacroGenics shall have the initial first right (but not the obligation) to institute and direct legal proceedings against any Third Party believed to be infringing (1) Zai Product-Specific Patents, Collaboration Product-specific claims within other Zai Licensed Patents (each within the scope of the exclusive license granted by Zai to MacroGenics under this Agreement) or Jointly Owned Patents that claims Patents, with respect to the [***] Program before the Opt-In or covers a Product sold MGNX Option Program outside the applicable Collaboration Territory, or (2) Zai Product-Specific Patents, Collaboration Product-specific claims within other Zai Licensed Patents (each within the scope of the exclusive license granted by Zai to MacroGenics under this Agreement), or Jointly Owned Patents, with respect to the [***] Program after the Opt-In in the ROW. MacroGenics agrees to discuss the foregoing in good faith with Zai. If MacroGenics (x) does not ▇▇▇▇▇ initiate any action against such violation of Jointly Owned Patentsany such Patent or claim, including by commencement of a lawsuit against the accused person if necessarynecessary or obtain settlement thereof (in accordance with this Agreement), within [*** *] after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned PatentsPatent or claim, or (y) if such action is initiated within such period, ceases to pursue or withdraws from such action, then Green Cross in each case ((x) and (y)) Zai shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in outside the applicable Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iiiiv) All amounts recovered from enforcement of any such rights by either Party in the Territory accordance with Section 14.3(b)(ii) or 14.3(b)(iii) relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be (A) retained by Zai if Zai is the Party instituting the action, provided that any remainder retained by Green Cross Zai shall be treated as Net Sales and shall be subject to Green Cross’ Zai’s royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits 9.5 to the amount of Net Sales represented extent such action is related to any Product that is subject to royalty payments pursuant to Section 9.5; (B) shared between MacroGenics and Zai equally if MacroGenics is the Party instituting the action during the Term in the Territory where MacroGenics has the first right to enforce, or retained by such lost profits MacroGenics if MacroGenics is the Party instituting the action during the Term in the Territory where MacroGenics exercised its backup right to enforce; and Green Cross (C) MacroGenics if MacroGenics is the Party instituting the action with respect to a Zai Product-Specific Patent outside the applicable Territory or Collaboration Product-specific claims within Zai Licensed Patents outside the applicable Territory (x) during the Term or (y) after the Term and MacroGenics has exercised its option under Section 16.8(a)(iv) or Section 16.8(b)(ii), provided that any remainder retained by MacroGenics shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected treated in the same as Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with treated during the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents Term and shall be first used subject to reimburse each Party’s MacroGenics royalty payment obligations or Third Party Triggered Payments, to the extent applicable, at the applicable rate specified in Section 16.8(a)(iv) or Section 16.8(b)(ii). Notwithstanding the foregoing, any costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting Parties or amounts recovered from enforcement with respect to the action[***] Program after the Opt-In pursuant to this Section 14.3(b)(iv) [***].

Enforcement of Intellectual Property Rights. If any Party learns of the actual, suspected, threatened or likely infringement or misappropriation of any Intellectual Property Rights of either Party (iincluding the Arising IPR) The sole owner relating to any Supplied Product or the Services, then that Party shall give written notice thereof to the other Party, and shall provide the other Party with any evidence of a Patent, Trademark, Know-how such infringement or Confidential Information misappropriation in its possession. SPINCO shall have the exclusive right to institute enforce any rights in SPINCO’s Background IPR and direct legal proceedings New SPINCO IPR against any infringement or misappropriation, and to defend any Third Party believed challenge to its Background IPR or New SPINCO IPR, and may at its own expense, institute suit against any such infringer or misappropriator or defend any challenge to its Intellectual Property Rights, and shall control and defend such suit and recover any damages, awards, or settlements remaining after deduction of the reasonable and documented, out-of-pocket costs (including attorney’s fees and expenses) of each Party in assisting with such suit. AstraZeneca will reasonably cooperate in any such litigation, including, without limitation, joining any such suit, at SPINCO’s request and expense. SPINCO shall not enter into any settlement of any claim described in this Section 4.8 that incurs any financial liability on the part of AstraZeneca or requires an admission of liability, wrongdoing or fault on the part of AstraZeneca, without AstraZeneca’s prior written consent (such consent not to be infringing such Patent unreasonably withheld, delayed, or Trademark or misappropriating or otherwise violating such Know-how or Confidential Informationconditioned). Green Cross AstraZeneca shall have the initial right to institute enforce any rights in AstraZeneca’s Background IPR and direct legal proceedings New AZ IPR against any infringement or misappropriation, and defend any Third Party believed challenge to its Background IPR or New AZ IPR, and may at its own expense, institute suit against any such infringer or misappropriator, and control and defend such suit and recover any damages, awards, or settlements remaining after deduction of the reasonable and documented, out-of-pocket costs (including attorney’s fees and expenses) of each Party in assisting with such suit. SPINCO will reasonably cooperate in any such litigation, including, without limitation, joining any such suit, at AstraZeneca’s request and expense. AstraZeneca shall not enter into any settlement of any claim described in this Section 4.8 that incurs any financial liability on the part of SPINCO or requires an admission of liability, wrongdoing or fault on the part of SPINCO, without SPINCO’s prior written consent (such consent not to be infringing Jointly Owned Patents that claims unreasonably withheld, delayed, or covers a Product sold in the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessaryconditioned). (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the action.

Enforcement of Intellectual Property Rights. (i) The Except as expressly set forth in this Section 14.3, the sole owner (as between the Parties) of a Patent, Trademark, Know-how How or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how How or Confidential Information. Green Cross . (ii) Zai shall have the initial right (but not the obligation) to institute and direct legal proceedings in the applicable Territory against any Third Party believed to be infringing (A) Collaboration Product-specific claims within other MacroGenics Licensed Patents (in each case within the scope of the exclusive license granted by MacroGenics to Zai under this Agreement) or Jointly Owned Patents, with respect to the [***] Program before the Opt-In or MGNX Option Program in the applicable Collaboration Territory, (B) Collaboration Product-specific claims within other MacroGenics Licensed Patents (in each case within the scope of the exclusive license granted by MacroGenics to Zai under this Agreement) or Jointly Owned Patents, with respect to the [***] Program after the Opt-In in the [***] Opt-In Territory, or (C) (1) MacroGenics Product-Specific Patents and (2) License-Only Product- specific claims within MacroGenics Licensed Patents or Jointly Owned Patents, in the License-Only Territory. Zai agrees to discuss the foregoing in good faith with MacroGenics. If Zai (x) does not initiate any action against such violation of any such Patent or claim, including by commencement of a lawsuit against the accused person if necessary or obtain settlement thereof (in accordance with this Agreement), within [***] after receiving notice of such infringement of such Patent or claim, or (y) if such action is initiated within such period, ceases to pursue or 76 withdraws from such action, then in each case ((x) and (y)) MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably 77 necessary to ▇▇▇▇▇ such violation in the applicable Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) MacroGenics shall have the first right (but not the obligation) to institute and direct legal proceedings against any Third Party believed to be infringing (1) Zai Product-Specific Patents, Collaboration Product-specific claims within other Zai Licensed Patents (each within the scope of the exclusive license granted by Zai to MacroGenics under this Agreement) or Jointly Owned Patents, with respect to the [***] Program before the Opt-In or MGNX Option Program outside the applicable Collaboration Territory, or (2) Zai Product-Specific Patents, Collaboration Product-specific claims within other Zai Licensed Patents that claims (each within the scope of the exclusive license granted by Zai to MacroGenics under this Agreement), or covers a Product sold Jointly Owned Patents, with respect to the [***] Program after the Opt-In in the TerritoryROW. MacroGenics agrees to discuss the foregoing in good faith with Zai. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(iMacroGenics (x) and does not ▇▇▇▇▇ initiate any action against such violation of Jointly Owned Patentsany such Patent or claim, including by commencement of a lawsuit against the accused person if necessarynecessary or obtain settlement thereof (in accordance with this Agreement), within [*** *] after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned PatentsPatent or claim, or (y) if such action is initiated within such period, ceases to pursue or withdraws from such action, then MacroGenics in each case ((x) and (y)) Zai shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in outside the applicable Territory, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iiiiv) All amounts recovered from enforcement of any such rights by either Party in the Territory accordance with Section 14.3(b)(ii) or 14.3(b)(iii) relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be (A) retained by Zai if Zai is the Party instituting the action, provided that any remainder retained by Green Cross Zai shall be treated as Net Sales and shall be subject to Green Cross’ Zai’s royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits 9.5 to the amount of Net Sales represented extent such action is related to any Product that is subject to royalty payments pursuant to Section 9.5; (B) shared between MacroGenics and Zai equally if MacroGenics is the Party instituting the action during the Term in the Territory where MacroGenics has the first right to enforce, or retained by such lost profits MacroGenics if MacroGenics is the Party instituting the action during the Term in the Territory where MacroGenics exercised its backup right to enforce; and Green Cross (C) MacroGenics if MacroGenics is the Party instituting the action with respect to a Zai Product-Specific Patent outside the applicable Territory or Collaboration Product-specific claims within Zai Licensed Patents outside the applicable Territory (x) during the Term or (y) after the Term and MacroGenics has exercised its option under Section 16.8(a)(iv) or Section 16.8(b)(ii), provided that any remainder retained by MacroGenics shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected treated in the same as Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with treated during the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents Term and shall be first used subject to reimburse each Party’s MacroGenics royalty payment obligations or Third Party Triggered Payments, to the extent applicable, at the applicable rate specified in Section 16.8(a)(iv) or Section 16.8(b)(ii). Notwithstanding the foregoing, any costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting Parties or amounts recovered from enforcement with respect to the action[***] Program after the Opt-In pursuant to this Section 14.3(b)(iv) [***].

Enforcement of Intellectual Property Rights. Each Party shall promptly, but in no event later than [ * ] days after receipt of notice thereof, notify the other Parties (i) The sole owner of any Patent nullity actions, oppositions, reexaminations, declaratory judgment actions of which it is aware alleging the invalidity or unenforceability of any Patents included in the Licensed Patents or any alleged or threatened infringement of any Patents included in the Licensed Patents or the misappropriation or violation of any intellectual property rights relating to the Licensed Materials or the Licensed Patents; or (ii) if it reasonably believes that the Licensed Materials or Licensed Patents are being infringed, misappropriated or violated by a Patentthird party. Each Party shall cooperate with the other Parties, Trademarkat its own reasonable expense, Know-how in any action taken by a third party involving a nullity action, opposition, reexamination or Confidential Information any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Materials or Licensed Patents. Cerus, at its expense, shall have the exclusive right to institute respond to, defend or prosecute, and direct legal proceedings against pursue, as appropriate and as determined by Cerus in its commercially reasonable discretion, any Third Party believed actions taken to be infringing defend any alleged or threatened infringements, misappropriations or any other violations [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by a third party of the Licensed Materials and/or Licensed Patents in the Territory provided such Patent violations are not caused by ▇▇▇▇▇▇, or Trademark ▇▇▇▇▇▇’▇ Affiliates or misappropriating or otherwise violating such Know-how or Confidential Informationsublicensees. Green Cross In addition, Cerus, at its expense, shall have the initial right to institute and direct legal proceedings pursue, as determined by Cerus in its commercially reasonable discretion, all necessary actions against any Third Party believed to be infringing Jointly Owned third party that Cerus reasonably believes is infringing, misappropriating or violating any of the Licensed Materials and/or Licensed Patents that claims or covers a Product sold in the Territory. If Green Cross has Cerus shall: (i) have the right sole ability to direct the conduct of such response or defense; (ii) bear all legal proceedings pursuant to this Section 15.5(b)(i) fees and does not other costs and expenses associated with such response or defense, including those incurred by ▇▇▇▇▇▇ such violation at Cerus’ request; and (iii) after payment of Jointly Owned all expenses (including prosecution and maintenance of the Licensed Patents, litigation associated expenses including by commencement of a lawsuit against the accused person if necessaryattorney fees, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patentstravel expenses), then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary pay royalties to ▇▇▇▇▇▇ on all amounts recovered from third parties in connection with such violation in response or defense, treating such recoveries as Net Sales allocable to the Territory, including commencement of a lawsuit against particular Product as to which the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territoryinfringement occurred. If MacroGenics does not ▇▇▇▇▇▇ shall cooperate with Cerus and its legal counsel, join in suits or actions that may be brought by Cerus, at Cerus’ reasonable request, allow itself to be named as a party, at Cerus’ reasonable request, and be available at Cerus’ reasonable request to be an expert witness or otherwise to assist in such violation proceedings. In the event Cerus decides not to respond to, defend or prosecute, and pursue any actions taken to defend any alleged or threatened infringements, misappropriations or any other violations by a third party of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Licensed Materials and/or Licensed Patents and immediately after notice of other violation of such Jointly Owned Patents, in the Territory then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to Cerus will notify ▇▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by decision within [ * ] days of the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5notification of infringement. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder In view of such recoverya decision by Cerus, shall be retained by the Party instituting the action▇▇▇▇▇▇ may take such actions under its own name.

Enforcement of Intellectual Property Rights. (i) The sole owner of or Party Controlling a Patent, Trademark, Know-how How or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how How or Confidential Information. Green Cross ; provided, however, that with respect to any such infringement or violation of any Patent included in the Transition Patents Lilly shall have the initial right to institute enforce such Patent and direct such legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in the Territoryproceedings. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and Lilly does not ▇a▇▇▇▇ such violation of Jointly Owned Patents, intellectual property rights of Transition Patents including by commencement of a lawsuit against the accused person if necessary, within *** sixty (60) days after receiving notice of such infringement of Jointly Owned Patents such Patent and immediately after notice of other violation of such Jointly Owned PatentsKnow-How or Confidential Information, then MacroGenics Transition shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇a▇▇▇▇ such violation in the Territoryviolation, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary; provided, within *** after receiving notice however, that Transition shall consult in advance with Lilly regarding such action and may not undertake any enforcement action without the prior approval of the JDC, such infringement approval not to be unreasonably withheld. The primary objective of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross any patent enforcement action shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation preserve exclusivity for the Licensed Product and uses thereof in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) major pharmaceutical markets. Other objectives shall be subservient to this primary objective. All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, recovery shall be retained by the Party instituting the actiondeemed “Net Sales” for which Lilly shall pay Transition a royalty under Section 8.3, provided that any remainder retained by Green Cross in the event that the recovery shall be treated as Net Sales and in the form of reasonable royalties, then Lilly shall be subject pay to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits Transition (deleted text: percentage) of the amount of Net Sales represented such royalties received by such lost profits Lilly. The Parties shall keep each other informed of the status of and Green Cross shall be obligated to pay MacroGenics of their respective activities regarding any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted enforcement action pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionArticle.

Enforcement of Intellectual Property Rights. (i) The sole owner 11.5.1 If either Party becomes aware of any infringement of any of the Intellectual Property Rights, or the validity of any of the Intellectual Property Rights, which is the subject of this Agreement is challenged by a PatentThird Party in the Territory, Trademarksuch Party will notify the other Party in writing to that effect. Any such notice shall include, Know-how or Confidential Information as applicable, evidence to support an allegation of infringement by such Third Party. 11.5.2 ACCESS shall have the exclusive right first right, but not the obligation, to institute and direct legal proceedings take action to obtain a discontinuance of infringement or bring suit against any a Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold infringer of ACCESS’s Intellectual Property Rights in the Territory. If Green Cross Such right shall remain in effect until ninety (90) days after the date of notice given under Section 11.5.1. In the event that ACCESS exercises such right, then ACCESS shall bear all the expenses of any such suit brought by ACCESS claiming infringement of any Intellectual Property Rights. If, after the expiration of the ninety (90) day period, ACCESS has not obtained, or is not diligently pursuing, a discontinuance of infringement of the Intellectual Property Rights, filed suit against any such Third Party infringer of the Intellectual Property Rights, or provided DISCUS with information and arguments demonstrating to DISCUS’s reasonable satisfaction that there is insufficient basis for the allegation of such infringement of the Intellectual Property Rights, then DISCUS shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Intellectual Property Rights and to join ACCESS as a party plaintiff, provided that DISCUS shall bear all the expenses of such suit. In such event, DISCUS shall not consent to the entry of any judgment or enter into any settlement with respect to such an action or suit without the prior written consent of ACCESS (which consent shall not unreasonably be withheld) if such judgment or settlement includes a finding or agreement that such Intellectual Property Right is invalid or would enjoin or grant other equitable relief against ACCESS. Provided that the Parties agree to split the expenses of any action, in the event of monetary recovery by either ACCESS or DISCUS, the Parties shall share such money, after deduction of all expenses related to their recovery (including but not limited to legal expenses) in proportion to the net income (as that term is generally defined) of each party from the sale of the Products under this Agreement. The Parties shall hire a Third Party audit firm to determine in confidence the respective net incomes of the Parties from the sale of the Products and shall deliver to the Parties its determination. The cost of the auditor shall be considered an expense related to recovery and shall be deducted from the proceeds. 11.5.3 Each Party shall cooperate (including, without limitation, by executing any documents reasonably required to enable the other Party to initiate such litigation, testifying when requested or providing relevant documents) with the other Party in any suit for infringement of Intellectual Property Rights brought by the other Party against a Third Party in accordance with this Section and shall have the right to direct legal proceedings consult with the other Party and to participate in and be represented by independent counsel in such litigation at its own expense. 11.5.4 Neither Party shall be required pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents11.5 to undertake any activities, including by commencement including, without limitation, legal discovery at the request of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall Third Party except as may be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement required by lawful process of a lawsuit against the accused Third Party if necessarycourt of competent jurisdiction. (ii) MacroGenics 11.5.5 Neither Party shall have incur any liability to the initial right to institute and direct legal proceedings against any Third other Party believed to be infringing Jointly Owned Patents that claims or covers as a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement consequence of any such rights litigation or any unfavorable decision resulting there from, including any decision holding any of the patents within ACCESS’s Intellectual Property Rights invalid or unenforceable. 11.5.6 Any recovery obtained by either Party in the Territory relating to the intellectual property licensed under this Agreement as a result of any such proceeding against a Third Party infringer shall be allocated as follows: (a) such recovery shall first be used to reimburse each Party’s Party for all litigation costs and expenses incurred in connection with such action, litigation paid by that Party; and any remainder (b) the Party bringing the action shall receive the remaining portion of such recovery, other than recovery after payment of the amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionclause (a).

Enforcement of Intellectual Property Rights. Each Party shall promptly notify the other Party upon learning of any alleged or threatened infringement, misappropriation, or other violation by a third party of any of the IntelGenx Intellectual Property or any of the Joint Patents or Joint Inventions (i) The any such infringement or other violation referred to herein as an “Infringement Claim”). IntelGenx shall, at its sole owner discretion, have the first right to assume sole control over enforcing any such Infringement Claim using counsel of its choice. IntelGenx shall keep ▇▇▇▇ reasonably informed with respect thereto and disclose to ▇▇▇▇ all material decisions issued by the courts in such matter. ▇▇▇▇ shall cooperate in all reasonable respects with IntelGenx to the extent requested by IntelGenx and shall execute any documents reasonably necessary to permit IntelGenx to prosecute any resulting suit, join IntelGenx in bringing any related suit as a Patentplaintiff as necessary or advisable to maintain standing, Trademark, Know-how or Confidential Information and make available its employees and relevant records to assist in and to provide evidence for such suit. IntelGenx shall have the exclusive right sole discretion with respect to institute and direct legal proceedings against any Third Party believed to be infringing such Patent settlement or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents other resolution thereof; provided, however, that claims or covers a Product sold in the Territory. If Green Cross has event that IntelGenx enforces any Infringement Claim, IntelGenx shall not settle or resolve such Infringement Claim without the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not written consent of ▇▇▇▇▇ such violation of Jointly Owned Patents, not to be unreasonably withheld or delayed. Except as otherwise provided in Article XI, all expenses, costs and fees (including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents reasonable legal fees and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics expenses) incurred in connection with any Infringement Claim shall be entitled shared equally by the Parties. Any damages or other amounts recovered by IntelGenx in connection with any judgment in respect of, or settlement or other resolution of, any Infringement Claim shall be shared fifty percent (but shall not be obligated50%) to take all actions reasonably necessary to by IntelGenx and fifty percent (50%) by ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the action.

Enforcement of Intellectual Property Rights. 6.3.1. If Buyer becomes aware of any infringement of any ECT Patent or any violation of any other intellectual property right contained (i) The sole owner in the ECT Technology by a Third Party (an "Infringer") during the Development Period, or (ii) in the Vaccine Field or related to a Stem Cell Combination Product by an Infringer during term of a Patentthis Agreement, TrademarkBuyer shall so notify Seller. Similarly, Know-how if Seller becomes aware of the infringement of any ECT Patent during the term of this Agreement or Confidential Information any other intellectual property right contained in the ECT Technology during the term of this Agreement, Seller shall so notify Buyer. 6.3.2. Buyer shall have the exclusive right to institute protect against any infringement of any ECT Patent or any violation of any other intellectual property right contained in the ECT Technology (any such infringement or violation being referred to herein as an "Infringement") by any Infringer during the term of this Agreement when, in Buyer's sole judgment, such action may be reasonably necessary, proper and direct justified. If (i) at any time during the Development Period with respect to the ECT Technology, or (ii) at any time during the term of this Agreement with respect to the Vaccine Field or relating to a Stem Cell Combination Product, Seller shall have provided Buyer with written evidence demonstrating prima facie evidence of an Infringement and Seller shall have requested Buyer in writing to take steps to protect against such Infringement, and Buyer has not, within 90 days of the receipt of such evidence and request, either (i) caused such Infringement to terminate, (ii) initiated legal proceedings against the Infringer, or (iii) entered into discussions with such alleged Infringer regarding a license under the applicable ECT Patent, then Seller may, upon notice to Buyer, initiate legal proceedings against the Infringer at Seller's expense and in Buyer's name if so required by law. 6.3.3. In the event that either party shall initiate or carry on legal proceedings against any Third Party believed to be infringing Infringer as contemplated by Section 6.3.2 above, the other party shall fully cooperate with and supply all assistance reasonably required by the party initiating or carrying on such Patent or Trademark or misappropriating or otherwise violating proceedings. The party which initiates any such Know-how or Confidential Information. Green Cross proceedings shall have sole control of such proceedings and shall bear the initial right to institute reasonable expenses (excluding all legal fees) incurred by the other party in providing such assistance and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in the Territory. If Green Cross has the right to direct legal proceedings cooperation as is requested pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary6.3. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the action.

Enforcement of Intellectual Property Rights. (ia) The sole owner If any Party becomes aware of any infringement, anywhere in the world, of any issued patent within the Licensed Patents, such Party will notify the other Parties in writing to that effect. (b) If a Patent, Trademark, Know-how or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed is infringing or appears to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross any of the Licensed Patents in the Licensed Field, Licensee shall have the initial right right, at its own expense, to institute and direct legal proceedings take action to obtain a discontinuance of infringement or bring suit against any such Third Party believed infringer and to join each Licensor as a party plaintiff (to the extent such Licensor holds rights in such Licensed Patents); PROVIDED that if required by law, M.I.T. shall permit any action under this Section to be infringing Jointly Owned Patents that claims or covers a Product sold brought in the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patentsits name, including by commencement of being joined as a lawsuit against the accused person if necessaryparty-plaintiff, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned PatentsFURTHER PROVIDED that Licensee shall hold M.I.T. harmless from, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryand indemnify M.I.T. against, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents costs, expenses, or liability that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred M.I.T. incurs in connection with such action. Prior to commencing any such action relating to infringement of the M.I.T. Collaboration Licensed Patents, Licensee shall consult with M.I.T. and shall consider the views of M.I.T. regarding the advisability of the proposed action and its effect on the public interest. Licensee shall not enter into any remainder settlement, consent judgment, or other voluntary FINAL disposition of any infringement action relating to infringement of the M.I.T. Collaboration Licensed Patents under this Section without the prior written consent of M.I.T. Such right of Licensee shall remain in effect until 90 days after the date notice is given under Section 4.31(a). If, after the expiration of the 90-day period, Licensee has not obtained a discontinuance of infringement of the Licensed Patents, filed suit against any such Third Party infringer of the Licensed Patents, or provided the Licensors' Agent with information and arguments demonstrating to the Agent's reasonable satisfaction that there is insufficient basis for the allegation of such recoveryinfringement of the Licensed Patents, other than amounts recovered as lost profits, shall be retained by then the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from Agent *** = Portions of this exhibit have been omitted Information redacted pursuant to a request for confidential treatmenttreatment request. An unredacted version of this exhibit has been filed separately with the Commission. enforcement shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Licensed Patents, provided that the Agent shall bear all the expenses of such suit. If a Third Party is infringing or appears to be infringing any of the Licensed Patents outside of the Licensed Field, the Licensors' Agent retains the initial right to take action to obtain a discontinuance of infringement or bring suit against such Third Party infringer. If the Agent fails to take such action or bring such suit within 90 days after the date notice is given under Section 4.3(a), Licensee shall have the right, but not the obligation, to take such action or bring such suit (subject to the same terms and conditions as apply to other actions and suits initiated by Licensee under this Section 4.3(b)) if the alleged infringement could have an adverse effect on Licensee's rights under this Agreement or the development or commercialization of Licensed Products. (c) Licensee shall not consent to the entry of any judgment or enter into any settlement with respect to such rights proceedings without the prior written consent of the Licensors' Agent (which consent shall not unreasonably be withheld or delayed). Neither Licensors' Agent nor any Licensor shall consent to the entry of any judgment or enter into any settlement with respect to such proceedings without the prior written consent of Licensee (which consent shall not unreasonably be withheld or delayed). (d) The Party initiating any suit or action for infringement of the Licensed Patents against a Third Party in accordance with this Section 4.3 (the "Initiating Party") shall have sole control of such proceedings; PROVIDED, HOWEVER, that each Party shall have the right to consult with the Initiating Party and to participate in and be represented by either independent counsel in such litigation at its own expense. Each Party outside shall cooperate with the Territory relating Initiating Party in any such suit or action (including by executing any documents required to Jointly Owned Patents enable the Initiating Party to initiate such litigation). The Initiating Party shall be first used to reimburse each bear the reasonable expenses (excluding legal fees and expenses) incurred by the other Parties in providing assistance and cooperation as is requested by the Initiating Party’s costs ; PROVIDED, HOWEVER, that Licensee may set-off against any royalty payment or payments owed under this Agreement its reasonable out-of-pocket expenses, including reasonable legal fees and expenses expenses, incurred in connection with any such actionproceeding that Licensee initiates; PROVIDED, FURTHER, however that no such royalty payment shall be reduced by more than * * * by any such offset. (e) The Initiating Party shall incur no liability to the other Parties as a consequence of any unfavorable decision resulting from any action or suit initiated pursuant to this Section 4.3, including any decision holding any of the Licensed Patents invalid or unenforceable. (f) Any recovery obtained by any Party as a result of any such proceeding against a Third Party infringer shall be applied as follows: (i) first to reimbursement of the unreimbursed legal fees and expenses incurred by the Initiating Party; (ii) second to the reimbursement of the unreimbursed legal fees and expenses incurred by the other Parties; (iii) third to the payment to the Licensors' Agent of any amounts that were *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. set-off against royalty payments pursuant to Section 4.3(d); and (iv) then the remainder shall be divided by Licensors and Licensee as follows: (i) If the remaining amount awarded is calculated with respect to lost profits, Licensee shall receive an amount equal to the damages which it has been determined that Licensee has suffered as a result of the infringement, less the amount of any royalties or other payments that would have been due to Licensors had Licensee made the Net Sales that would have resulted in such profits, and any remainder the Licensors' Agent shall receive an amount equal to such deducted royalties or other payments; and (ii) If the remaining amount awarded is calculated other than with respect to lost profits, sixty-seven percent (67%) of such recovery, amount shall be retained by awarded to the Initiating Party instituting and thirty-three percent (33%) to the actionother Party(ies) (Licensee or the Licensors' Agent (on behalf of the Licensors), as the case may be).

Enforcement of Intellectual Property Rights. (i) The sole owner 11.5.1 If either Party becomes aware of any infringement of any of the Intellectual Property Rights or the ▇▇▇▇, or the validity of any of the Intellectual Property Rights or the ▇▇▇▇ is challenged by a PatentThird Party in the Territory, Trademarksuch Party will notify the other Party in writing to that effect. Any such notice shall include, Know-how or Confidential Information as applicable, evidence to support an allegation of infringement by such Third Party. 11.5.2 ACCESS shall have the exclusive right first right, but not the obligation, to institute and direct legal proceedings take action to obtain a discontinuance of infringement or bring suit against any a Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross shall have infringer of Intellectual Property Rights and/or the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold ▇▇▇▇ in the Territory. If Green Cross Such right shall remain in effect until ninety (90) days after the date of notice given under Section 11.5.1. In the event that ACCESS exercises such right, then: (a) ACCESS shall not consent to the entry of any judgment or enter into any settlement with respect to such an action or suit without the prior written consent of WYETH (not to be unreasonably withheld), and (b) ACCESS shall bear all the expenses of any such suit brought by ACCESS claiming infringement of any Intellectual Property Rights and/or the ▇▇▇▇. If, after the expiration of the ninety (90) day period, ACCESS has not obtained, or is not diligently pursuing, a discontinuance of infringement of the Intellectual Property Rights and/or the ▇▇▇▇, filed suit against any such Third Party infringer of the Intellectual Property Rights and/or the ▇▇▇▇, or provided WYETH with information and arguments demonstrating to WYETH's reasonable satisfaction that there is insufficient basis for the allegation of such infringement of the Intellectual Property Rights and/or the ▇▇▇▇, then WYETH shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Intellectual Property Rights and/or the ▇▇▇▇ and to join ACCESS as a party plaintiff, provided that WYETH shall bear all the expenses of such suit. In such event, WYETH shall not consent to the entry of any judgment or enter into any settlement with respect to such an action or suit without the prior written consent of ACCESS (which consent shall not unreasonably be withheld) if such judgment or settlement includes a finding or agreement that such Intellectual Property Right and/or the ▇▇▇▇ is invalid or would enjoin or grant other equitable relief against ACCESS. 11.5.3 Each Party shall cooperate (including, without limitation, by executing any documents reasonably required to enable the other Party to initiate such litigation, testifying when requested or providing relevant documents) with the other Party in any suit for infringement of Intellectual Property Rights and/or the ▇▇▇▇ brought by the other Party against a Third Party in accordance with this Section and shall have the right to direct legal proceedings consult with the other Party and to participate in and be represented by independent counsel in such litigation at its own expense. 11.5.4 Neither Party shall be required pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents11.5 to undertake any activities, including by commencement including, without limitation, legal discovery at the request of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall Third Party except as may be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement required by lawful process of a lawsuit against the accused Third Party if necessarycourt of competent jurisdiction. (ii) MacroGenics 11.5.5 Neither Party shall have incur any liability to the initial right to institute and direct legal proceedings against any Third other Party believed to be infringing Jointly Owned Patents that claims or covers as a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement consequence of any such rights litigation or any unfavorable decision resulting therefrom, including, without limitation, any decision holding any of the patents within the Intellectual Property Rights invalid or unenforceable. 11.5.6 Any recovery obtained by either Party in the Territory relating to the intellectual property licensed under this Agreement as a result of any such proceeding against a Third Party infringer shall be allocated as follows: (a) such recovery shall first be used to reimburse each Party’s Party for all litigation costs and expenses incurred in connection with such action, litigation paid by that Party; and any remainder (b) the Party bringing the action shall receive the remaining portion of such recovery, other than recovery after payment of the amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionclause (a).

Enforcement of Intellectual Property Rights. (i) The sole owner 12.5.1. If either Party becomes aware of a Patentany infringement of any of the Intellectual Property Rights, the Trademark, Know-how the MEDA Trademark or Confidential Information the validity of any of the Intellectual Property Rights, Trademark or the MEDA Trademark is challenged by a Third Party in the Territory, such Party will notify the other Party in writing to that effect. Any such notice shall include, as applicable, evidence to support an allegation of infringement by such Third Party. 12.5.2. ULURU shall have the exclusive right first right, but not the obligation, to institute and direct legal proceedings take action to obtain a discontinuance of infringement or bring suit against any a Third Party believed to be infringing such Patent or infringer of Intellectual Property Rights and/or the Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in the Territory. If Green Cross Such right shall remain in effect until ninety (90) days after the date of notice given under Section 12.5.1. In the event that ULURU exercises such right, then: (a) ULURU shall not consent to the entry of any judgment or enter into any settlement with respect to such an action or suit without the prior written consent of MEDA (not to be unreasonably withheld), and (b) ULURU shall bear all the expenses of any such suit brought by ULURU claiming infringement of any Intellectual Property Rights and/or the Trademark. If, after the expiration of the ninety (90) day period, ULURU has not obtained, or is not diligently pursuing, a discontinuance of infringement of the Intellectual Property Rights and/or the Mar▇, ▇iled suit against any such Third Party infringer of the Intellectual Property Rights and/or the Trademark, or provided MEDA with information and arguments demonstrating to MEDA’s reasonable satisfaction that there is insufficient basis for the allegation of such infringement of the Intellectual Property Rights and/or the Trademark, then MEDA shall have the right, but not the obligation, to bring suit against such Third Party infringer of the Intellectual Property Rights and/or the Trademark and to join ULURU as a party plaintiff, provided that MEDA shall bear all the expenses of such suit. In such event, MEDA shall not consent to the entry of any judgment or enter into any settlement with respect to such an action or suit without the prior written consent of ULURU (which consent shall not unreasonably be withheld) if such judgment or settlement includes a finding or agreement that such Intellectual Property Right and/or the Trademark is invalid or would enjoin or grant other equitable relief against ULURU. With regard to the MEDA Trademark, it is in the sole discretion of MEDA, whether to take action to obtain a discontinuance of infringement or bring suit against a Third Party infringer of the MEDA Trademark in the Territory or not to take any action. 12.5.3. Each Party shall cooperate (including, without limitation, by executing any documents reasonably required to enable the other Party to initiate such litigation, testifying when requested or providing relevant documents) with the other Party in any suit for infringement of Intellectual Property Rights and/or the Trademark brought by the other Party against a Third Party in accordance with this Section and shall have the right to direct legal proceedings consult with the other Party and to participate in and be represented by independent counsel in such litigation at its own expense. 12.5.4. Neither Party shall be required pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents12.5 to undertake any activities, including by commencement including, without limitation, legal discovery at the request of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall Third Party except as may be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement required by lawful process of a lawsuit against the accused Third Party if necessarycourt of competent jurisdiction. (ii) MacroGenics 12.5.5. Neither Party shall have incur any liability to the initial right to institute and direct legal proceedings against any Third other Party believed to be infringing Jointly Owned Patents that claims or covers as a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement consequence of any such rights litigation or any unfavorable decision resulting therefrom, including, without limitation, any decision holding any of the patents within the Intellectual Property Rights invalid or unenforceable. 12.5.6. Any recovery obtained by either Party in the Territory relating to the intellectual property licensed under this Agreement as a result of any such proceeding against a Third Party infringer shall be allocated as follows: (a) such recovery shall first be used to reimburse each Party’s Party for all litigation costs and expenses incurred in connection with such action, litigation paid by that Party; and any remainder (b) the Party bringing the action shall receive the remaining portion of such recovery, other than recovery after payment of the amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionclause (a).

Enforcement of Intellectual Property Rights. Each Party shall promptly, but in no event later than [ * ] days after receipt of notice thereof, notify the other Parties (i) The sole owner of any Patent nullity actions, oppositions, reexaminations, declaratory judgment actions of which it is aware alleging the invalidity or unenforceability of any Patents included in the Licensed Patents or any alleged or threatened infringement of any Patents included in the Licensed Patents or the misappropriation or violation of any intellectual property rights relating to the Licensed Materials or the Licensed Patents; or (ii) if it reasonably believes that the Licensed Materials or Licensed Patents are being infringed, misappropriated or violated by a Patentthird party. Each Party shall cooperate with the other Parties, Trademarkat its own reasonable expense, Know-how in any action taken by a third party involving a nullity action, opposition, reexamination or Confidential Information any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Materials or Licensed Patents. Cerus, at its expense, shall have the exclusive right to institute respond to, defend or prosecute, and direct legal proceedings against pursue, as appropriate and as determined by Cerus in its commercially reasonable discretion, any Third Party believed actions taken to be infringing defend any alleged or threatened infringements, misappropriations or any other violations [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by a third party of the Licensed Materials and/or Licensed Patents in the Territory provided such Patent violations are not caused by Baxter, or Trademark ▇▇▇▇▇▇’▇ Affiliates or misappropriating or otherwise violating such Know-how or Confidential Informationsublicensees. Green Cross In addition, Cerus, at its expense, shall have the initial right to institute and direct legal proceedings pursue, as determined by Cerus in its commercially reasonable discretion, all necessary actions against any Third Party believed to be infringing Jointly Owned third party that Cerus reasonably believes is infringing, misappropriating or violating any of the Licensed Materials and/or Licensed Patents that claims or covers a Product sold in the Territory. If Green Cross has Cerus shall: (i) have the right sole ability to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice conduct of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. response or defense; (ii) MacroGenics shall have the initial right to institute bear all legal fees and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims other costs and expenses associated with such response or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patentsdefense, including those incurred by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents Baxter at Cerus’ request; and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All after payment of all expenses (including prosecution and maintenance of the Licensed Patents, litigation associated expenses including attorney fees, travel expenses), pay royalties to Baxter on all amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred third parties in connection with such actionresponse or defense, and any remainder of treating such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated recoveries as Net Sales allocable to the particular Product as to which the infringement occurred. Baxter shall cooperate with Cerus and shall its legal counsel, join in suits or actions that may be subject brought by Cerus, at Cerus’ reasonable request, allow itself to Green Crossbe named as a party, at Cerus’ royalty payment obligations reasonable request, and be available at Cerus’ reasonable request to be an expert witness or otherwise to assist in such proceedings. In the applicable rate specified event Cerus decides not to respond to, defend or prosecute, and pursue any actions taken to defend any alleged or threatened infringements, misappropriations or any other violations by a third party of the Licensed Materials and/or Licensed Patents in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder then Cerus will notify Baxter of such recoverydecision within [ * ] days of the notification of infringement. In view of such a decision by Cerus, shall be retained by the Party instituting the actionBaxter may take such actions under its own name.

Enforcement of Intellectual Property Rights. (i) The sole owner of a Patent, Trademark, Know-how or Confidential Information Commercializing Party shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such a Patent or Know-how How or Confidential Information. Green Cross shall have Information covering the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims Lead Compounds, Backup Compounds or covers a Product sold in the TerritoryLicensed Products. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and Commercializing Party does not ▇▇▇▇▇ such violation of Jointly Owned Patents, intellectual property rights of Patents including by commencement of a lawsuit against the accused person if necessary, within *** sixty (60) days after receiving notice of such infringement of Jointly Owned Patents such Patent and immediately after notice of other violation of such Jointly Owned PatentsKnow-How or Confidential Information, then MacroGenics the other Party shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryviolation, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary; provided, within *** after receiving notice however, the other Party shall consult in advance with the Commercializing Party, regarding such action and may not undertake any enforcement action without the prior approval of such infringement the JDC. The primary objective of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross any patent enforcement action shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation preserve exclusivity for the Licensed Product and uses thereof in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) major pharmaceutical markets. All amounts recovered from enforcement of any such rights by either Party in the Territory Lilly relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, recovery shall be retained by deemed “Net Sales” for which the Commercializing Party instituting shall pay the actionother Party a royalty under Article 9.6 or 9.7 as the case may be, provided that any remainder retained by Green Cross in the event that the recovery shall be treated as Net Sales and in the form of reasonable royalties, then the Commercializing Party shall be subject pay to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits other Party (deleted text: specific percentage), of the amount of Net Sales represented such royalties received by such lost profits the Commercializing Party. The Parties shall keep each other informed of the status of and Green Cross shall be obligated to pay MacroGenics of their respective activities regarding any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted enforcement action pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionArticle.

Enforcement of Intellectual Property Rights. (i) The Subject to Sections 13.5(b)(ii) and 13.5(b)(iii) below, the sole owner of a Patent, Trademark, Know-how How or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how How or Confidential Information. Green Cross , provided that any such enforcement of Patents, Trademarks, Know-How or Confidential Information owned by I-MAB that claims, covers or relates to (A) a Product (including a Combination Regimen) outside the Territory or (B) a Combination Regimen in the Territory, shall in each case be mutually agreed by I-MAB and MacroGenics. (ii) [***] shall have the initial right (but not the obligation) to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold [***]. MacroGenics agrees to discuss the foregoing in good faith with I-MAB as it pertains to the Product sold in the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and [***] does not ▇▇▇▇▇ such violation of Jointly Owned PatentsPatents in the Territory, including by commencement of a lawsuit against the accused person if necessary, within [*** *] after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics [***] shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the TerritoryTerritory solely with respect to the Product (excluding any Combination Regimen), including commencement of a lawsuit against the accused Third Party in the Territory if necessary. (iiiii) MacroGenics [***] shall have the initial right (but not the obligation) to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents any MacroGenics Licensed Patent that claims or covers a Product sold outside within the Territory. If MacroGenics [***] does not attempt to ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within [*** after receiving *] of receipt of notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patentsinfringement, then Green Cross [***] shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryviolation, including commencement of a lawsuit against the accused Third Party if necessary. The Party that enforces a MacroGenics Licensed Patent in the Territory shall have the right to pursue such proceedings with the necessary assistance, at the pursuing Party’s costs, from the non-pursuing Party. (iiiiv) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recoveryaction (“Cost Reimbursement Amounts”). For amounts, other than amounts recovered as lost profitsCost Reimbursement Amounts, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits by I-MAB for the amount enforcement of Net Sales represented by such lost profits and Green Cross MacroGenics Licensed Patents, I-MAB shall be obligated to pay MacroGenics any amounts that would have been due under this Agreement if such projected the Net Sales that correspond to such lost profits were actually made by Green CrossI-MAB. All amounts amounts, other than Cost Reimbursement Amounts, recovered from *** = Portions enforcement by MacroGenics of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with MacroGenics Licensed Patents (whether inside or outside the Commission. Territory) and enforcement of any such rights by either Party jointly owned Patents outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionMacroGenics.

Enforcement of Intellectual Property Rights. (i) The sole owner of a Patent, Trademark, Know-how or Confidential Information Commercializing Party shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such a Patent or Know-how How or Confidential Information. Green Cross shall have Information covering the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims Lead Compounds, Backup Compounds or covers a Product sold in the TerritoryLicensed Products. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and Commercializing Party does not ▇▇▇▇▇ such violation of Jointly Owned Patents, intellectual property rights of Patents including by commencement of a lawsuit against the accused person if necessary, within *** sixty (60) days after receiving notice of such infringement of Jointly Owned Patents such Patent and immediately after notice of other violation of such Jointly Owned PatentsKnow-How or Confidential Information, then MacroGenics the other Party shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryviolation, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary; provided, within *** after receiving notice however, the other Party shall consult in advance with the Commercializing Party, regarding such action and may not undertake any enforcement action without the prior approval of such infringement the JDC. The primary objective of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross any patent enforcement action shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation preserve exclusivity for the Licensed Product and uses thereof in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) major pharmaceutical markets. All amounts recovered from enforcement of any such rights by either Party in the Territory Lilly relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, recovery shall be retained by deemed “Net Sales” for which the Commercializing Party instituting shall pay the actionother Party a royalty under Article 9.4, 9.5 and 9.6 as the case may be, provided that any remainder retained by Green Cross in the event that the recovery shall be treated as Net Sales and in the form of reasonable royalties, then the Commercializing Party shall be subject pay to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits other Party (deleted text: specific rate) of the amount of Net Sales represented such royalties received by such lost profits the Commercializing Party. The Parties shall keep each other informed of the status of and Green Cross shall be obligated to pay MacroGenics of their respective activities regarding any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted enforcement action pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionArticle.

Enforcement of Intellectual Property Rights. (i) The Except as expressly set forth in this Section 13.5, the sole owner (as between the Parties) of a Patent, Trademark, Know-how Know‑how or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. such Patent or Trademark or misappropriating or otherwise violating such Know-how Know‑how or Confidential Information. Green Cross . (ii) Zai shall have the initial right (but not the obligation) to institute and direct legal proceedings in the Territory against any Third Party believed to be infringing in the Territory MacroGenics Product-Specific Patents and Product-specific claims within other MacroGenics Licensed Patents (in each case within the scope of the exclusive license granted by MacroGenics to Zai under this Agreement) or Jointly Owned Patents Product Patents, in each case that claims or covers Covers a Product (excluding MGA012) sold within the Territory. Zai agrees to discuss the foregoing in good faith with MacroGenics. If Zai (x) does not initiate any action against such violation of such MacroGenics Product-Specific Patents, Product-specific claims within other MacroGenics Licensed Patents or Jointly Owned Product Patents solely with respect to Products (excluding MGA012) in the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessarynecessary or obtain settlement thereof (in accordance with this Agreement), within [*** *] months after receiving notice of such infringement of such MacroGenics Licensed Patents, Product-specific claims within other MacroGenics Licensed Patents or Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Product Patents, or (y) if such action is initiated within such period, ceases to pursue or withdraws from such action, then MacroGenics shall be entitled in each case (but shall not be obligated(x) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. and (iiy)) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) [***] shall have the first right (but not the obligation) to institute and direct legal proceedings against any Third Party believed to be infringing Zai Product-Specific Patents and Product-specific claims within other Zai Licensed Patents (within the scope of the exclusive license granted by Zai to MacroGenics under this Agreement) outside the Territory or Other Jointly Owned Patents outside the Territory. [***] agrees to discuss the foregoing in good faith with [***]. If [***] (x) does not initiate any action against such violation of the Zai Product-Specific Patents or Product-specific claims within other Zai Licensed Patents outside the Territory or Other Jointly Owned Patents outside the Territory, as applicable, including by commencement of a lawsuit against the accused person if necessary or obtain settlement thereof (in accordance with this Agreement), within [***] months after receiving notice of such infringement of such Zai Product-Specific Patents or Product-specific claims within other Zai Licensed Patents or Other Jointly Owned Patents, or (y) if such action is initiated within such period, ceases to pursue or withdraws from such action, then in each case ((x) and (y)) [***] shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation outside the Territory with respect to the Zai Product-Specific Patents or Product-specific claims within other Zai Licensed Patents or outside the Territory with respect to the Other Jointly Owned Patents, including commencement of a lawsuit against the accused Third Party if necessary. (iv) All amounts recovered from enforcement of any such rights by either Party in the Territory (or with respect to Zai Product-Specific Patents or Product-specific claims within other Zai Licensed Patents outside the Territory or Jointly Owned Patents in the Territory or outside the Territory) relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by (i) Zai if Zai is the Party instituting the action, provided that any remainder retained by Green Cross Zai shall be treated as Net Sales and shall be subject to Green Cross’ Zai ’s royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits 7.3; (ii) shared between MacroGenics and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from Zai [*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by *] if MacroGenics is the Party instituting the actionaction during the Term in the Territory where MacroGenics has the first right to enforce, or retained by MacroGenics if MacroGenics is THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the Party instituting the action during the Term in the Territory where MacroGenics exercised its backup right to enforce; and (iii) MacroGenics if MacroGenics is the Party instituting the action with respect to a Zai Product-Specific Patent or Product-specific claims within other Zai Licensed Patents (A) during the Term or (B) after the Term and has exercised its option under Section 15.6(a)(iii)(2) or Zai terminates this Agreement for MacroGenics’ breach under Section 15.2, provided that any remainder retained by MacroGenics shall be treated in the same as Net Sales were treated during the Term and shall be subject to MacroGenics royalty payment obligations or Third Party Triggered Payments, to the extent applicable, at the applicable rate specified in Section 15.6(a)(iii)(2) or 15.6(b)(ii).

Enforcement of Intellectual Property Rights. a. EdiZONE shall have an affirmative duty to monitor the compliance of its contractual assignees, licensees or sublicensees that may infringe upon or otherwise affect the Patent Properties, Trade Secret Properties or Purple’s other rights hereunder, in a commercially reasonable manner, in accordance with past vigilant practices. b. If (ia) either Party has knowledge of any threatened, suspected, alleged, or actual infringement or misappropriation of any of the Patent Properties or any of the Trade Secret Properties or (b) a third party alleges that any of the Patent Properties is invalid or unenforceable, or claims that a licensed product, or its use, development, manufacture, or sale infringes such third party’s intellectual property rights, then in either such case the Party possessing such knowledge or such awareness of such allegations shall promptly provide written notice as soon as practicable to the other Party and provide it with all details of such infringement, misappropriation or claim, as applicable, that are known to such Party. c. The Parties recognize that it may be in the best interest of both Parties to cooperate in any settlement discussions relating to any threatened, suspected, alleged, or actual infringement or misappropriation of any of the Patent Properties or Trade Secret Properties, and the Parties agree to negotiate in good faith concerning such cooperation for thirty (30) days following notification of such infringement or threat (the “Notice” and the date of such Notice, the “Notice Date”). The negotiation shall include such items as the sharing of costs and the sharing of awards or settlement payments. d. In the event that the Parties are unable to reach an agreement (to their mutual satisfaction) regarding cooperation pursuant to subsection c above within thirty (30) days after the Notice Date, or such other period as they may agree, Purple may, in its sole owner discretion and at its own expense, take any action that it deems appropriate (including no action) concerning such suspected infringement of or threat to any Patent Properties or Trade Secret Properties including, without limitation, the right to enforce the Patent Properties or Trade Secret Properties against third parties and any Patent Properties and Trade Secret Properties which are licensed to EdiZONE in this Agreement. To the extent practicable, Purple shall provide EdiZONE with reasonable notice with respect to any such proceedings or actions. If Purple receives any monetary recovery from such suspected infringer, Purple may use and dispose of such monetary recovery as it deems appropriate. e. If Purple has not taken any action with respect to a Patentmatter brought to Purple’s attention by Notice within one hundred and twenty (120) days after the Notice Date, TrademarkEdiZONE may, Know-how subject to Purple’s approval, which may not be unreasonably withheld or Confidential Information delayed, and at EdiZONE’s own expense, to the extent necessary or desirable to comply with EdiZONE’s obligations under the Existing Contracts, take action against third parties referred to in the Notice concerning such suspected infringement of or threat to any Patent Properties or Trade Secret Properties which are licensed to EdiZONE in this Agreement. If EdiZONE receives any monetary recovery from such suspected infringer, EdiZONE may use and dispose of such monetary recovery as it deems appropriate. f. To the extent it is necessary for EdiZONE or Purple to be joined in any enforcement proceeding or action commenced by the other Party, EdiZONE or Purple, as the case may be, agrees to voluntarily join or allow the other Party to ▇▇▇ in its name subject to the Party commencing such proceeding or action fully indemnifying and holding harmless the other Party from any and all costs, losses, liabilities, claims or other expenses (including, without limitation, reasonable attorneys’ fees) arising from such joinder in the enforcement proceeding or action; provided, however, that no such indemnification obligation shall arise from the breach of any license or agreement by the other Party, or the wrongful act or deed of the other Party or its officers, directors, members, equityholders, agents or representatives. g. In any action or proceeding, the Parties agree to cooperate with each other in all matters that relate to or affect the prosecution, validity, enforceability and protection of the Patent Properties and Trade Secret Properties. h. The Parties agree that Purple shall have the exclusive right to institute make all decisions regarding and direct legal arising out of the prosecution and related proceedings against or actions involving the patentability, validity, enforceability and protection of the Patent Properties or Trade Secret Properties before any Third Party believed agency, court or other tribunal where such issues are raised. To the extent practicable, Purple shall provide EdiZONE with reasonable notice with respect to be infringing any such proceedings or actions. If Purple declines to take any of the foregoing protective actions with respect to any Patent Properties or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross Trade Secret Properties which are licensed to EdiZONE in this Agreement then EdiZONE shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in right, but not the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation of Jointly Owned Patentsobligation, including by commencement of a lawsuit against the accused person if necessarywith Purple’s prior written consent, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but which shall not be obligated) unreasonably withheld or delayed, to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryprotective actions, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patentsat EdiZONE’s own expense, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed extent such protective actions are necessary or desirable to comply with EdiZONE’s obligations under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the actionExisting Contracts.

Enforcement of Intellectual Property Rights. 9.1. Each Party will promptly notify the other Party, in writing, of (i) The sole owner any known Violation of any Licensed Patent by a third party and will provide the other Party with available information relating to such Violation, and (ii) any allegation or action by a third party indicating that any Licensed Patent is invalid or unenforceable (e.g., a declaratory judgment action, a post-grant review action, or a communication from the third party) and will provide the other Party with available information relating to such allegation or action. 9.2. Licensee and its Sublicensees will not inform a third party of a Patentpotential Violation of any Licensed Patent within the Field of Use. 9.3. Licensor will have exclusive rights to initiate and control any enforcement proceeding with respect to a Violation of a Licensed Patent (such enforcement proceeding, Trademarkan “Action”) within the Field of Use, Knowand will be entitled to all recoveries obtained therefrom; provided that, if any recoveries were received with respect to infringement of a patent claim requested by Licensee under Section 8.2, then such recoveries will be shared equally between the Parties. For any non-how cash settlement or Confidential Information shall have non-cash cross-license, Licensee and Licensor will negotiate in good faith an appropriate monetary value of such settlement or cross-license to use when calculating the exclusive right to institute and direct legal proceedings against any Third Party believed recovery from an Action when the recovery is to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how or Confidential Informationshared. 9.4. Green Cross shall have In the initial right event that Licensor elects to institute and direct legal proceedings against initiate any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in Action outside the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not ▇▇▇▇▇ such violation Field of Jointly Owned PatentsUse, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving Licensor will deliver notice of such infringement election to Licensee under Section 16 (Notices) at least sixty (60) days prior to initiation of Jointly Owned such Action; if Licensee can reasonably prove that the Action would be in a field for which Licensee is actively engaged in activities towards Exploiting a Licensed Product, Licensor must obtain Licensee’s consent before initiating such Action. 9.5. Licensee must request consent from Licensor to initiate an Action. Such request must be in writing and must include reasonable evidence of the Violation of the Licensed Patents and immediately after notice damage therefrom to Licensee or its Sublicensee. Licensor will not unreasonably withhold, condition, delay, or deny consent for such Action if the Violation occurred outside the Field of other violation of such Jointly Owned Patents, then MacroGenics shall Use during the period and in a jurisdiction where Licensee had a license under this Agreement. Licensee will be entitled (to all recoveries obtained from such Action. 9.6. Each Party will cooperate with the other Party in an Action brought by that other Party, at that other Party’s expense, including but shall not limited to providing materials and information reasonably requested as being reasonably necessary for purposes of the Action. 9.7. Licensee will not settle, compromise, or discharge any Action brought in accordance with this Section 9 without prior written consent of Licensor; provided, that, written consent of Licensor will not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territoryrequired for a settlement, including commencement of a lawsuit against the accused Third Party if necessary. (ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims compromise or covers a Product sold outside the Territory. If MacroGenics does not ▇▇▇▇▇ such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary. (iii) All amounts recovered from enforcement discharge of any such rights by either Party in Action that does not admit the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross’ royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. enforcement invalidity or unenforceability of any such rights by either Party outside Licensed Patent or have a material adverse effect on Licensor. 9.8. Licensee will not make any statement disparaging, or admitting the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party’s costs and expenses incurred in connection with such actioninvalidity or unenforceability of, and any remainder of such recovery, shall be retained by the Party instituting the actionLicensed Patent.