Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other in writing parties of any alleged or threatened infringement such third party activities, including identification of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement and delineation of Joint Patents, the parties shall confer and take facts relating to such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus third party activities. The Company shall have the right (but shall not be obligated) to be fully informed regarding enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any litigation brought thereunder actual or alleged infringement or misappropriation thereof in the Territory by Beglenda third party (by bringing a suit, including action or proceeding against such third party), at the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would Company’s sole expense. Novavax shall have the effect right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of restricting the pricelicenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, marketability action or the ability of proceeding against such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"third party), then such party shall immediately provide at Novavax’s sole expense. If the other party with a copy of such Statutory Notice, and Company does not enforce the Novavax Patents or Know-How by (i) InNexus shall have one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days from date on which it receives or provides a copy before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such Statutory Notice an action, whichever comes first, then Novavax shall have the right (but not the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from action or proceeding for the date benefit of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling prosecuting party elects if required for such enforcement action to bear fifty percent (50%) of such litigation costs, it proceed. The prosecuting party shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if keep the non-controlling prosecuting party does not elect to share reasonably informed regarding any such litigation costs, it enforcement action and shall not participate consider in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without good faith the consent reasonable comments and suggestions of the other partynon-prosecuting party related to such suit, and (i) in action or proceeding. All recoveries received by the event of prosecuting party from any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery enforcement action shall be allocated first to the reimbursement of any expenses incurred retained by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesprosecuting party.

Infringement by Third Parties. Each party (a) Curis and Genentech shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and any Curis Patent, Genentech Patent or Joint Patents, Patent of which it becomes they become aware, and:. (ab) InNexus Genentech shall have the first right, but not the obligation, to bringbring and control any action or proceeding, at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action with respect to infringement of any Genentech Patent. (c) The enforcement of any Curis Patent that is subject to the provisions of Section 10.2(b) against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring Third Party shall be governed by such action within ninety Section 10.2(b). (90d) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Curis shall have the first right, but not the obligation, to undertake, at Beglend's expense bring and in its sole control, such action; and the party control any action or proceeding with respect to infringements of any Curis Patent other than those subject to Section 10.2(b). (e) The enforcement of any Joint Patent against any Third Party shall be governed by Section 10.2(d). (f) The Party not bringing an action under this paragraph Section 10.4 shall be entitled to separate representation in such matter have the right, at its own expense and by counsel of its own choice choice, to be represented in any action involving any patent owned solely by such Party or jointly by the Parties. If Curis fails to bring an action or proceeding with respect to a patent that is owned or Controlled by Curis and that is subject to an exclusive license granted under this Agreement to Genentech, Genentech within: (i) sixty (60) days following the notice of alleged infringement; or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Genentech shall have the right to bring and control any such action at its own expenseexpense and by counsel of its own choice, but and Curis shall have the right, at its own expense and by counsel of its own choice, to be represented in any such party action. In the event a Party brings an infringement action, the other Party shall cooperate fully with the party bringing such action; (b) with respect fully, including if required to third party infringement of Joint Patents, the parties shall confer and take bring such action, the furnishing of a power of attorney. Neither Party shall have the right to settle any patent infringement action under this Section 10.4 in a manner that diminishes the rights or interests of the other Party without the consent of such other Party. Both the right of Genentech to bring infringement actions under this Section 10.4 and allocate expenses and recoveries in such manner, the distribution of any recovery received as they may agree; and a result of an action brought pursuant to this Section 10.4 shall be subject to the rights of applicable Existing Licensors under applicable Existing License Agreements. Except as provided in the absence preceding sentence or otherwise agreed to by the Parties as part of agreement a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of the Parties, shall be: (i) shared equally by the Parties in the case of litigation pursuant to Section 10.4(c) or 10.4(e); or (ii) retained by Genentech, except that any portion of such recovery that is attributable to lost sales of a Lead Product or Collaboration Product shall be treated as Net Sales of such Lead Product or Collaboration Product for purposes of this Agreement. If, within ninety (90) days following notice from Curis of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, evidence of an action against any person or entity unabated infringing act of a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice Third Party with respect to a Product Genentech Patent and that is subject to an exclusive license granted under any applicable legislation whichthis Agreement to Curis, if applicable Genentech fails to that Product, would have the effect of restricting the price, marketability bring an action or the ability of proceeding against such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice")Third Party for such infringing act, then Curis’ total royalty obligation to Genentech with respect to any Curis Product covered by a Valid Claim in such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend infringed Genentech Patent shall be free reduced by an amount equal to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty [**] percent (50[**]%) of annual Net Sales of such Curis Product in each country in the costs Territory in which such Third Party’s infringing act results in the marketing and sale of litigation against such third party infringeran approved pharmaceutical product that directly competes with the Curis Products in question; provided, however, that no royalty due to Genentech with respect to any Curis Product shall be reduced by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty more than [**] percent (50[**]%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action). (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party Sequenom and P&G shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the InNexus Patents and Joint P&G Patents, Sequenom Patents or Joint Patents of which it becomes they become aware, and:. Both Parties shall use their commercially reasonable efforts in cooperating with each other to terminate such infringement without litigation. (a) InNexus Sequenom shall have the first right, but not the obligation, to bringbring and control any action or proceeding, at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against with respect to infringement of any person Sequenom Patent at its own expense and by counsel of its own choice. With respect to infringement of any Sequenom Patent licensed to P&G under Section 4.3 that is likely to have a material adverse effect on any Licensed Product being developed or entity infringing a InNexus Patent directly commercialized by P&G, its Affiliates or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglendsublicensees, Beglend P&G shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice choice, and if Sequenom fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, P&G shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Sequenom shall have the right, at its own expense, but to be represented in any such party shall cooperate fully with the party bringing such action;action by counsel of its own choice. (b) P&G shall have the sole right to bring and control any action or proceeding with respect to third party infringement of any P&G Patent at its own expense and by counsel of its own choice. (c) The Parties shall determine on a case-by-case basis which Party will have the right to bring and control any action or proceeding with respect to infringement of any Joint PatentsPatent and how the expenses thereof will be allocated between the Parties. In making such determination, the parties Parties shall confer take into consideration whether such infringement is likely to have a material adverse effect on i) any Licensed Product being developed or commercialized by P&G, its Affiliates or its sublicensees; or ii) any Diagnostic product, service or application being developed or commercialized by Sequenom, its Affiliates or its sublicensees. Regardless of which Party has the right to bring and take control any such infringement action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus other Party shall have the right to be fully informed regarding represented in any litigation brought thereunder such action by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice counsel of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameown choice. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. 6.4.1 Each party shall promptly notify the other in writing if it becomes aware of infringement by third parties of any alleged patent rights licensed hereunder, (other than Chiron Sublicensable Patents or threatened CDC Sublicensable Patents) if such infringement is within the field of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus uses licensed to such party under this Agreement. The patent owning party shall have the right, but not the obligation, exclusive right to bring, at InNexus' expense and take action against such infringement in its sole controldiscretion, an appropriate action against any person or entity infringing subject to this Section 6.4. 6.4.2 In the event that a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement is engaged in the sale of Joint PatentsProbe IVD Products which infringe the Chiron HCV/HIV Patents (other than a Chiron Sublicensable Patent), the parties shall confer meet and take such actionconfer, and allocate expenses and recoveries negotiate in such mannergood faith regarding patent enforcement or licensing strategy, as they may agree; and in the absence of agreement within ninety recognizing that (90i) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding Chiron will control any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticepatent enforcement, and (ii) that each party will have an interest in any settlement of such infringement involving a license under the Chiron HCV/HIV Patents which is not specifically authorized under Section 2.1.1 or 2.1.3. In general, the parties intend to utilize licensing solutions to the extent such licenses can be structured to fairly protect the economic interests of the parties. If, however, the parties agree to pursue legal action, the parties shall also agree upon a reasonable allocation of both litigation costs and recoveries. 6.4.3 In the event that (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation the parties fail to respond reach agreement pursuant to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislationSection 6.4.2; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention the infringing product sold by the third party in a country is "substantially competitive" with a CDC HCV/HIV Probe Product directed to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party HCV which is not in control of any action brought pursuant to any of sections (a)then sold by CDC, (b) a CDC Affiliate, an Authorized Distributor or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) CDC sublicensee in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section same country (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(dan "Affected CDC Product"); and (iiiii) if CDC has notified Chiron pursuant to Section 6.4.1 of an Affected CDC Product in [CONFIDENTIAL TREATMENT REQUESTED] (the amount recovered from "6.4.1.Notice"), then the provisions of this Section 6.4.3 shall apply. For this purpose, a third party is less than the aggregate expenses infringing product shall be considered "substantially competitive" in a country if it achieves a market share in at least [CONFIDENTIAL TREATMENT REQUESTED] of the parties incurred market for Probe IVD Products directed to HCV in connection with such litigationcountry. For this purpose, "Major Country" shall mean the United States, Germany, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesUnited Kingdom or Japan.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus Anthera shall have the first right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party to enforce the AMG 623 Licensed Patents against Third Parties and to defend the AMG 623 Licensed Patents against any challenges in the Territory. In the event Anthera shall cooperate fully with the party bringing so elect, Anthera shall control any such action;; provided that, Amgen shall, at its own expense, be entitled to participate in, and to have counsel selected by Amgen participate in, such action. [***]. (b) with respect In the event Anthera does not commence an enforcement and/or defense action pursuant to third party Section 5.3(a) within [***] after Anthera first notifies Amgen or Amgen first notifies Anthera of potential infringement of Joint Patentsthe AMG 623 Licensed Patents in the Territory (or of the filing of a declaratory judgment action, in the parties case of defense actions), Amgen shall confer be entitled to bring and take prosecute such an action at its own expense and to retain [***] percent ([***]%) of any recoveries in such action, and allocate expenses and recoveries in unless Anthera participates. In the event Amgen shall so elect, Amgen shall control any such manneraction; provided, as they may agree; and in the absence of agreement within ninety (90) days of notification thereofhowever, Beglend shall have the right, but not the obligation, to bringthat Anthera shall, at Beglend's expense its own expense, be entitled to participate in, and to have counsel selected by Anthera participate in, such action. Recoveries in its sole control, any actions in which Anthera participates under this Section 5.3(b) shall be used first to reimburse the Parties’ costs and expenses (including attorneys’ fees) for such action (on an action against equal basis) and any person or entity infringing a Joint Patent directly or contributorily and InNexus remainder shall have the right belong to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity;Amgen. (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party Each Party shall immediately provide promptly notify the other party with a copy Party upon becoming aware of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy any potential Third Party infringement of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameLicensed Patents. (d) the party which is not in control Neither Party shall enter into any settlement of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of 5.3 that affects the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents Party’s rights or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation interests under this section (includingAgreement without such other Party’s written consent, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery which consent shall not be shared pro rata between InNexus and Beglend in proportion to their respective expensesunreasonably withheld or delayed.

Infringement by Third Parties. Each party Genetronics and Ethicon shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the InNexus Patents and Genetronics Patent Rights or the Joint Patents, Patent Rights of which it becomes they become aware, and: (a) InNexus . Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall have the right, but not right to bring and control any action or proceeding with respect to infringement of any patent included in the obligation, to bringGenetronics Patent Rights, at InNexus' its own expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such actionchoice, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Ethicon shall have the right to be fully informed regarding represented in any litigation brought thereunder such action, at its own expense and by Beglendcounsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, including the status party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice action or proceeding with respect to a Product under any applicable legislation whichsuch patent, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide and the other party with a copy shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such Statutory Noticeactions, and (i) InNexus whichever comes first, Ethicon shall have thirty (30) days from date on which it receives or provides a copy of the right to bring and control any such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitaction, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; own expense and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice by counsel of its intention own choice, and Genetronics shall have the right to proceed, then Beglend shall be free to immediately bring suit represented in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) , at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if the non-controlling party does not elect required to share such litigation costs, it shall not participate in any damage award or settlement resulting from bring such action. (e) neither , the furnishing of a power of attorney. Neither party shall have the right to settle a claim brought any patent infringement litigation under this Section 8.4 10.5 in a manner that diminishes the rights or interests of the other party without the consent of the such other party, and (i) in . In the event of Genetronics brings such action, any recovery realized as a result of monetary damages from the third partysuch litigation, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the after reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigationGenetronics and Ethicon, the recovery shall be shared pro rata between InNexus and Beglend in proportion belong to their respective expensesGenetronics.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus If any Patent within the Licensed Technology Controlled by CK is infringed by a Third Party in any country in connection with the manufacture, use and sale of a product substantially similar to a Licensed Product in such country, GSK shall have the primary right, but not the obligation to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and CK shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If GSK fails to bring an action or proceeding within a period of [*] ([*]) days after a request by CK to do so, CK shall have the right to bring and control any such action by counsel of its own choice, and GSK shall have the right to be represented in any such action by counsel of its own choice at its own expense. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (b) If any Patent within the Licensed Technology that is Controlled by GSK is infringed by the manufacture, sale or importation of a product substantially similar to a CK Product, CK shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in control any action or proceeding with respect to such infringement of such Patent, by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend GSK shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in that action by counsel of its sole control, such action; and the party not bringing own choice. If CK fails to bring an action under this paragraph or proceeding within a period of [*] ([*]) days after a request by GSK to do so, GSK shall have the right to bring and control any such action by counsel of its own choice, and CK shall have the right to be entitled to separate representation represented in any such matter action by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;. (bc) If one Party brings any such action or proceeding in accordance with respect to third party infringement of Joint Patentsthis Section 8.5.2, the parties second Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall confer be borne by such Party, and take any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action, and allocate expenses and recoveries in such manner, as they may agree; and then shall be shared (a) in the absence event of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to an infringing product substantially similar to a Licensed Product, CK shall receive a percentage of such net recovery equal [*] that would have been payable to CK with respect to such Licensed Product under any applicable legislation which(without giving effort to Sections [*] or [*] above) (e.g., if applicable to that CK were entitled [*] for such Licensed Product, CK would have be entitled to receive [*] of the effect of restricting net recovery), and GSK shall be entitled to the price, marketability or the ability remainder of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislationnet recovery; and (iib) should in the event of an action with respect to an infringing product substantially similar to a CK Product, GSK shall receive a percentage of such thirty (30) day period (or shorter periodnet recovery equal to [*] that would be payable to GSK under this Agreement with respect to such CK Product, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend and CK shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice entitled to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) remainder of such litigation costs, it shall receive fifty percent (50%) net recovery. A settlement or consent judgment or other voluntary final disposition of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought suit under this Section 8.4 8.5.2(c) may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other party, and (i) in disposition does not admit the event invalidity or unenforceability of any recovery of monetary damages from Patent within the third partyLicensed Technology and provided further, whether that any rights to continue the infringing activity in such damages result from the infringement of InNexus Patents settlement, consent judgment or Joint Patents, such recovery other disposition shall be allocated first limited to those rights that the reimbursement of any expenses incurred by granting Party otherwise has the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion right to their respective expensesgrant.

Infringement by Third Parties. Each If, at any time during the term ----------------------------- of this Agreement, either party shall promptly notify the other in writing become aware of any alleged third party who is infringing or threatened infringement suspected to be infringing any patent owned by ALZA by the manufacture, use or sale of any product that is substantially similar to a Product and contains the InNexus Patents and Joint Patentssame Drug as such Product (an "Infringing Product"), of which it becomes aware, andthe following provisions shall apply: (a) InNexus The party becoming so aware shall have forthwith give written notice to the rightother ("Notice"). If there is disagreement as to whether the act complained of is in fact an infringement of an ALZA patent, but not the obligationparties shall refer such issue to a mutually acceptable independent patent counsel. The costs incurred in this regard shall be shared equally. (b) If, with or without the advice of independent counsel, ALZA desires to bringlitigate such alleged third party infringement, at InNexus' expense ALZA shall bear all costs thereof and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus all recoveries. ALZA shall have the right to be fully informed regarding any litigation brought thereunder join Durect in such suit at ALZA's cost and expense. ALZA shall notify Durect within 90 days after the delivery of Notice by Beglendone party to the other above whether it intends to so litigate. **Material has been omitted pursuant to a request for confidential treatment, including and such material has been filed separately with the status of any settlement activity;SEC. (c) notwithstanding anything herein If ALZA determines not to litigate in accordance with paragraph (b) above, the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticeparties will promptly confer, and (i) InNexus if both parties jointly desire to litigate such third party infringement, they shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest share any costs thereof and any recovery therein equally, unless otherwise agreed by the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameparties. (d) With respect to alleged infringement of such patents, the party claims of which are limited to applications of DUROS Technology in the Durect Fields, and which do not include claims for other applications, if no action is not in control of any action brought pursuant taken or agreed to any of sections (a), be taken under paragraph (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party above within ninety (90) 90 days after such action is first brought; the Notice and (i) if the non-controlling party elects to bear fifty percent (50%) unit sales volume of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate Infringing Product in any damage award country is equal to or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent exceeds [* * *] of the other party, unit sales volume by Durect and (i) in its Affiliates and Subcontractors of the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first Product that is substantially similar to the reimbursement of any expenses incurred by the parties Infringing Product in the litigation under this section (includingsuch country, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) the patent counsel described in paragraph (a) above has opined that the act complained of is, or most likely is, an infringement in such country, then Durect may, in its sole discretion, and at its sole cost and expense, bring suit in its name (or, if ALZA is an indispensable party, in the amount recovered from the name of and on behalf of ALZA) to restrain such third party is less than the aggregate expenses of the parties incurred infringement in connection with such litigationcountry, the recovery and in such instance, Durect shall be shared pro rata between InNexus entitled to receive and Beglend retain, for its own use and benefit, any recovery awarded in proportion to their respective expensessuch suit.

Infringement by Third Parties. Each party In the event that either Party reasonably believes that a Third Party is or may be infringing, encroaching or violating any of the Additional Licensed Patents, then such Party shall promptly notify the other Party in writing of any alleged such infringement, encroachment or threatened infringement of violation, and the InNexus Patents and Joint Patents, of which it becomes aware, andfollowing shall apply: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third partyinfringement, whether such damages result from the infringement of InNexus Patents encroachment or Joint Patents, such recovery shall be allocated first to the reimbursement violation of any expenses incurred by of the parties Additional Licensed Patents in the litigation under this section Territory: (includingi) MBI, for in its sole discretion, shall have the purposefirst right, a reasonable allocation of internal counsel and other expenses)but not an obligation, and thereafter as provided in Section 8.4(d); and to take or not take whatever action it believes appropriate, and (ii) if MBI does not commence action directed toward restraining or enjoining such infringement within 90 days after the amount recovered date that notice thereof was received from or delivered to UHN, UHN may take such legally permissible action as it deems necessary or appropriate to enforce such Additional Licensed Patents and restrain such infringement; (b) the third party is less than Party taking action against an alleged infringer shall have the aggregate right to control such action and shall bear all legal expenses (including court costs and legal fees), but it shall have no right to settle any dispute in any manner which would abridge the reserved rights of the other Party under this Agreement. By way of example and not by way of limitation, neither party may stipulate or admit to the invalidity or unenforceability of any Intellectual Property Rights relating to the Additional Licensed Technology. Before any action is taken by either Party which could abridge the rights of the other Party hereunder, the Parties agree to consult, in good faith, with a goal of adopting a mutually satisfactory position; and (c) the Party taking action shall keep the other Party fully informed of the actions and positions taken or proposed to be taken by it and the actions and positions taken by all other parties incurred in connection with to such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. A. Each party Party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of suit which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, such Party proposes to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) commence with respect to third party infringement of Joint Patents, the parties any jointly-owned patent. The Party proposing to commence suit shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide give the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such Party reasonable advance notice of its intention to proceedcommence such suit, then Beglend the reasons for commencing such suit and the evidence supporting its claims, and a reasonable opportunity to make comments and suggestions regarding the advisability of commencing such suit and the litigation strategies therefor. Subject to confidentiality requirements as may be reasonably necessary to maintain privilege or fulfill obligations imposed by Third Party agreements or court order, the Party bringing the suit shall keep the other Party promptly informed, and shall consult with the other Party on a periodic basis and provide the other Party with copies of all court filings made in such suit, including all pleadings and other assertions therein. The Party bringing suit shall select counsel reasonably acceptable to the other Party. Except as otherwise provided in this Agreement, the Party bringing suit shall pay all expenses of the suit, including without limitation attorneys' fees and court costs, and shall be free entitled to immediately bring suit all damages, royalties, awards, judgments, settlement amounts, costs or other payments recovered in its namesuch suit. (d) B. In the party which is not in control of any action brought pursuant event a Party brings a suit relating to any of sections (a)jointly-owned patents, (b) or (c) the other Party, at its sole discretion, may elect within sixty (60) days after the commencement of such suit, to contribute a fixed percentage of up to fifty percent (50%) of the costs of litigation against incurred by the suing Party in connection with such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in suit. In the event of any recovery of monetary damages from the third partysuch election, whether all damages, royalties, awards, judgments, settlement amounts, costs or other payments recovered in such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery suit shall be shared by the Parties on a pro rata between InNexus and Beglend basis in proportion to accordance with their respective expensescost contributions. C. In the event a Party brings a suit relating to jointly-owned patents and the other Party does not voluntarily elect to participate in such suit pursuant to subparagraph (b) above or otherwise, such other Party shall, upon request, reasonably cooperate with the Party bringing suit by providing any documents or information relevant to the suit. The Party bringing suit shall ensure that the confidential information of the other Party provided pursuant to this section shall be adequately protected and, upon request, shall reasonably compensate the other Party for its efforts in cooperating in the manner described herein.

Infringement by Third Parties. (a) Each party Party shall promptly notify the other in writing of any suspected or alleged infringement by Third Parties of any Transferred Patent and provide any information available to that Party relating to such suspected or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and:alleged infringement. (ab) InNexus GenSignia shall have the first right, but not the obligation, to bringinitiate and prosecute any legal action or defense with respect to any infringement of Transferred Patents by Third Parties relating to the infringement activities outside the Field but not in or affecting the Field, at InNexus' its own expense and, if necessary, to name Trovagene as a co-party. GenSignia shall pay all attorneys’ fees and costs associated with such action; provided, however, that Trovagene may separately represent itself in such prosecution or defense by counsel of its sole controlown choice (at Trovagene’s own expense), an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety in which case Trovagene shall cooperate fully with GenSignia. (90c) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Trovagene shall have the first right, but not the obligation, to undertakeinitiate and prosecute any legal action or defense with respect to any infringement of Transferred Patents by Third Parties relating to the infringement activities in or affecting the Field, at Beglend's its own expense and, if necessary, to name GenSignia as a co-party. Trovagene shall pay all attorneys’ fees and in its sole control, costs associated with such action; and the party not bringing an action under this paragraph shall be entitled to separate representation provided, however, that GenSignia may separately represent itself in such matter prosecution or defense by counsel of its own choice and (at its GenSignia’s own expense), but such party in which case GenSignia shall cooperate fully with the party bringing such action;Trovagene. (bd) with respect to third party infringement of Joint PatentsIf, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have receiving the right, but not the obligation, to bring, at Beglend's expense and notice provided for in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"Section 7.2(b), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have or thirty (30) days from date on which it receives or provides a copy before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such Statutory Notice actions, whichever comes first, if the Party with the first right to initiate legal action (the “Initiating Party”) fails to take such action, or if the Initiating Party informs the other Party that it elects not to exercise such first right, the other Party (or its designee) thereafter shall have the right either to initiate and prosecute such lesser time as may be required under applicable legislation action, or to respond to or contest control the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date defense of such Statutory Notice (or such lesser time as may be required under applicable legislation; declaratory judgment action, and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend the other Party shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the pay all attorneys’ fees and costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from associated with such action; provided, however, that the Initiating Party may separately represent itself in such prosecution or defense by counsel of its own choice (ii) if at the non-controlling party does not elect to share such litigation costsInitiating Party’s own expense), it in which case the Initiating Party shall not participate in any damage award or settlement resulting from such actioncooperate fully with the other Party. (e) neither party For any action to terminate any infringement of Transferred Patents, if either Party is unable to initiate or prosecute such action solely in its own name, the other Party shall settle join such action voluntarily and shall execute all documents necessary to initiate litigation to prosecute and maintain such action. In connection with any such action, GenSignia and Trovagene shall cooperate fully and will provide each other with any information or assistance that either reasonably requests. Each Party shall keep the other informed of developments in any such action or proceeding, including, to the extent permissible by law, the consultation on and approval of any offer related thereto. (f) Any recovery obtained by either or both GenSignia and Trovagene in connection with or as a claim brought under result of any action contemplated by this Section 8.4 without 7.2, whether by settlement or otherwise, shall be first applied toward each Party’s costs and expenses incurred in respect of such action. If the consent action was solely initiated by one of the other partyParties, and (i) in the event of any recovery amount remaining shall be awarded to the Party that initiated such action, provided, however that any such amounts received by GenSignia shall be subject to payment of monetary damages from Royalties pursuant to Section 3.1(b). If the third partyaction was jointly initiated by the Parties, whether such damages result from the infringement of InNexus Patents or Joint Patents, such any recovery amount remaining shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses each of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend Parties in proportion to their respective expensesNet Sales, provided, however that any such amounts received by GenSignia shall be subject to payment of Royalties pursuant to Section 3.1(b). (g) No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of a Transferred Patent may be entered into by GenSignia without the prior written consent of Trovagene. No settlement of any such action or proceeding which restricts the scope or adversely affects the enforceability, of a Transferred Patent outside of the Field may be entered into by Trovagene without the prior written consent of GenSignia.

Infringement by Third Parties. Each party (a) Renovis and Genentech shall promptly notify the other in writing of any alleged or threatened infringement (where such infringement relates to the Collaboration) of any Renovis Patent, Genentech Patent or Joint Patent of which they become aware. (b) Subject to the rights of the InNexus Patents and Joint PatentsExisting Licensors pursuant to the Existing License Agreements, of which it becomes awareas between the Parties, and: (a) InNexus Genentech shall have the first right, but not the obligation, to bringbring and control any action or proceeding, at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action with respect to infringement of any Genentech Patent. (c) The enforcement of any Renovis Patent that is subject to the provisions of Section 10.2(c) against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring Third Party shall be governed by such action within ninety Section 10.2(c). (90d) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Renovis shall have the first right, but not the obligation, to undertake, at Beglend's expense bring and in its sole control, such action; and the party control any action or proceeding with respect to infringements of any Renovis Patent other than those subject to Section 10.2(c). (e) The enforcement of any Joint Patent against any Third Party shall be governed by Section 10.2(b). (f) The Party not bringing an action under this paragraph Section 10.4 shall be entitled to separate representation in such matter have the right, at its own expense and by counsel of its own choice choice, to be represented in any action involving any patent owned solely by such Party or jointly by the Parties. If Renovis fails to bring an action or proceeding with respect to a patent that is owned or Controlled by Renovis and that is subject to an exclusive license granted under this Agreement to Genentech, Genentech within: (i) sixty (60) days following the notice of alleged infringement; or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Genentech shall have the right to bring and control any such action at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement expense and by counsel of Joint Patents, the parties shall confer and take such actionits own choice, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend Renovis shall have the right, but not the obligationat its own expense and by counsel of its own choice, to bringbe represented in any such action. In the event a Party brings an infringement action, at Beglend's expense and in its sole controlthe other Party shall cooperate fully, an action against any person or entity infringing including if required to bring such action, the furnishing of a Joint Patent directly or contributorily and InNexus power of attorney. Neither Party shall have the right to be fully informed regarding settle any litigation brought thereunder by Beglendpatent infringement action under this Section 10.4 in a manner that diminishes the rights or interests of the other Party, including or imposes any additional obligation on the status other Party, without the consent of such other Party. Both the right of Genentech to bring infringement actions under this Section 10.4 and the distribution of any settlement activity; (c) notwithstanding anything herein to the contrary, should recovery received as a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect result of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any an action brought pursuant to this Section 10.4 shall be subject to the rights of applicable Existing Licensors under applicable Existing License Agreements. Except as provided in the preceding sentence or otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a result of sections (a)such litigation, (b) or (c) may elect to contribute fifty percent (50%) after reimbursement of any litigation expenses of the costs of litigation against such third party infringerParties, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and shall be: (i) if shared equally by the non-controlling party elects Parties in the case of litigation pursuant to bear fifty percent Section 10.4(c) or 10.4(e); or (50%ii) retained by Genentech, except that any portion of such recovery that is attributable to lost sales of a Genentech Product shall be treated as Net Sales of such Genentech Product for purposes of this Agreement. In the event that Renovis brings an infringement action under this Section 10.4, any portion of any recovery that Renovis acquires hereunder shall be first applied to reimburse Renovis’ direct costs of such litigation costsand then to cover Genentech’s damages, it if any, attributable to such infringement, and any portion of such recovery that is attributable to lost sales of a Genentech Product shall receive fifty percent (50%) be treated as Net Sales of any damage award or settlement resulting from such action; (ii) if Genentech Product for purposes of this Agreement. To the non-controlling party does not elect extent that Renovis is unable to share such litigation costs, it shall not participate grant Genentech the prosecution rights set forth in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent 10.4 as a result of the other party, and (i) restrictions contained in the event Existing License Agreements, Renovis shall use all diligent efforts to secure such rights for Genentech promptly following the execution of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesAgreement.

Infringement by Third Parties. Each party (a) Versicor and P&U each shall promptly notify provide the other immediate notice in writing of any alleged actual or threatened potential infringement by a Third Party of any Compound Patent, Versicor Patent, P&U Patent, or Collaboration Patent or of any certification of which one or both become aware filed under the United States Drug Price Competition and Patent Term Restoration Act of 1984 claiming that any Compound Patent, Versicor Patent, P&U Patent or Collaboration Patent is invalid or unenforceable or that infringement of any such Patents will not arise from the InNexus Patents and Joint Patentsmanufacture, use or sale of which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing Product by a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;Third Party. (b) With respect to any infringement of a Versicor Patent by a Third Party making, distributing, marketing, using or selling an Oxazolidinone Compound, P&U as exclusive licensee with respect to third party the Versicor Patents shall bring suit or other proceeding at its expense against such infringer as to such infringement in its own name, or in the name of Joint Versicor where necessary, after obtaining Versicor's prior written consent, which consent shall not unreasonably be withheld. Versicor shall be kept advised at all times of such suit or proceedings brought by P&U. Versicor may, in its discretion, join P&U as Party to the suit or other proceeding, provided that P&U shall retain control of the prosecution of such suit or proceedings in such event. Versicor agrees to cooperate with P&U in its efforts to enforce the Versicor Patents. (c) If P&U does not bring suit or other proceeding against an infringer under subsection (b) above, Versicor may in its discretion, bring suit or other proceeding at its expense against the infringer, provided however, that Versicor shall first consult with P&U. P&U shall be kept advised at all times of such suit or proceedings brought by Versicor and P&U agrees to cooperate with Versicor in its efforts to enforce Versicor Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, including joining as they may agree; and in the absence of agreement within ninety a Party where necessary. (90d) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Neither Party shall have the right to be fully informed regarding settle any patent infringement litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other partyParty, and such consent not to be unreasonably withheld. (ie) in the event of any recovery of monetary damages from the third party, whether such damages result from the With respect to infringement of InNexus Patents a Compound Patent, P&U Patent or Joint PatentsCollaboration Patent by a Third Party, P&U may bring suit or other proceeding at its expense against such recovery infringer as to such infringement in its own name. Versicor shall be allocated first kept advised at all times of such suit or proceedings brought by P&U. Versicor agrees to the reimbursement of cooperate with P&U in its efforts to enforce Versicor Patents. (f) Each Party will bear its own expenses with respect to any expenses incurred by the parties in the litigation suit or other proceeding against an infringer under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred 8.4. Any recovery in connection with such litigationsuit or proceeding, including recovery by settlement, judgment or otherwise, will first be applied to reimburse Versicor and P&U for their out-of-pocket expenses; including attorney's fees. The Party controlling the recovery suit will retain the balance of any recovery, provided that any such balance retained by P&U, which would properly be characterized as Net Sales of a Product, shall be shared pro rata between InNexus and Beglend deemed to be Net Sales of such Product for which P&U shall pay royalties to Versicor pursuant to Section 6.5, as if such recovery had been Net Sales of Product in proportion the calendar quarter in which such recovery was received. In the event that part of such recovery by P&U is in the form of a royalty on future sales of the infringing product, based on a license granted by P&U under the applicable Patents, then the sales of such product shall be deemed to their respective expensesbe Net Sales of Products by a Sublicensee for which royalties are owed under Article 6.

Infringement by Third Parties. Each When information comes to the attention of either Cambridge or SJM to the effect that any of the Intellectual Property of Cambridge or SJM related to the Products has been infringed by a third party (the party whose Intellectual Property has been or is threatened to be infringed, being referred to as the “Infringed Party”), Cambridge or SJM, as the case may be, shall promptly notify the other party in writing within ten Business Days of any alleged such infringement or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus . The Infringed Party shall have the right, but not initial right (after consultation with the obligation, other party) to bringtake any action to eliminate or minimize the consequences of such infringement or otherwise enforce Infringed Party’s rights and the other party shall, at InNexus' expense and the Infringed Party’s expense, cooperate with the Infringed Party in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. The other party, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patentshowever, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding participate, but not as a party, at its own cost in any litigation legal action brought thereunder by Beglend, including the status Infringed Party to eliminate or minimize the consequences of any settlement activity; (c) notwithstanding anything herein to infringement of Intellectual Property of the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to Infringed Party. If the Infringed Party determines that Product, would have the effect of restricting the price, marketability it is necessary or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide desirable for the other party with a copy of to join any such Statutory Noticesuit, action or proceeding, the other party shall, at Infringed Party’s expense, execute all documents and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of perform such Statutory Notice (or such lesser time other acts as may be required under applicable legislation reasonably required. If the Infringed Party initiates suit hereunder it shall have the exclusive right to respond employ counsel of its own selection and to direct and control the litigation or contest any settlement thereof and shall be entitled to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys’ fees, necessarily involved in the application thereof prosecution of such suit, and any funds that shall remain from said recovery shall be distributed to the Product) Infringed Party and the other party in proportion to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) loss incurred by each of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; Infringed Party and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. (a) Each party Party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of suit which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, such Party proposes to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) commence with respect to third party infringement of Joint Patents, the parties any jointly-owned patent. The Party proposing to commence suit shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide give the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such Party reasonable advance notice of its intention to proceedcommence such suit, then Beglend the reasons for commencing such suit and the evidence supporting its claims, and a reasonable opportunity to make comments and suggestions regarding the advisability of commencing such suit and the litigation strategies therefor. Subject to confidentiality requirements as may be reasonably necessary to maintain privilege or fulfill obligations imposed by Third Party agreements or court order, the Party bringing the suit shall keep the other Party promptly informed, and shall consult with the other Party on a periodic basis and provide the other Party with copies of all court filings made in such suit, including all pleadings and other assertions therein. The Party bringing suit shall select counsel reasonably acceptable to the other Party. Except as otherwise provided in this Agreement, the Party bringing suit shall pay all expenses of the suit, including without limitation attorneys' fees and court costs, and shall be free entitled to immediately bring suit all damages, royalties, awards, judgments, settlement amounts, costs or other payments recovered in its namesuch suit. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) In the event a Party brings a suit relating to jointly-owned patents, the other Party, at its sole discretion, may elect within sixty (60) days after the commencement of such suit, to contribute a fixed percentage of up to fifty percent (50%) of the costs of litigation against incurred by the suing Party in connection with such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in suit. In the event of any recovery of monetary damages from the third partysuch election, whether all damages, royalties, awards, judgments, settlement amounts, costs or other payments recovered in such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery suit shall be shared by the Parties on a pro rata between InNexus and Beglend basis in proportion to accordance with their respective expensescost contributions. (c) In the event a Party brings a suit relating to jointly-owned patents and the other Party does not voluntarily elect to participate in such suit pursuant to subparagraph (b) above or otherwise, such other Party shall, upon request, reasonably cooperate with the Party bringing suit by providing any documents or information relevant to the suit. The Party bringing suit shall ensure that the confidential information of the other Party provided pursuant to this section shall be adequately protected and, upon request, shall reasonably compensate the other Party for its efforts in cooperating in the manner described herein.

Infringement by Third Parties. Each party In the event that either Party reasonably believes that a Third Party is or may be infringing, encroaching or violating any of the Licensed Patents, then such Party shall promptly notify the other Party in writing of any alleged such infringement, encroachment or threatened infringement of violation, and the InNexus Patents and Joint Patents, of which it becomes aware, andfollowing shall apply: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third partyinfringement, whether such damages result from the infringement of InNexus Patents encroachment or Joint Patents, such recovery shall be allocated first to the reimbursement violation of any expenses incurred by of the parties Licensed Patents in the litigation under this section Territory: (includingi) MBI, for in its sole discretion, shall have the purposefirst right, a reasonable allocation of internal counsel and other expenses)but not an obligation, and thereafter as provided in Section 8.4(d); and to take or not take whatever action it believes appropriate, and (ii) if MBI does not commence action directed toward restraining or enjoining such infringement within 90 days after the amount recovered date that notice thereof was received from or delivered to UHN, UHN may take such legally permissible action as it deems necessary or appropriate to enforce such Licensed Patents and restrain such infringement; (b) the third party is less than Party taking action against an alleged infringer shall have the aggregate right to control such action and shall bear all legal expenses (including court costs and legal fees), but it shall have no right to settle any dispute in any manner which would abridge the reserved rights of the other Party under this Agreement. By way of example and not by way of limitation, neither party may stipulate or admit to the invalidity or unenforceability of any Intellectual Property Rights relating to the Licensed Technology. Before any action is taken by either Party which could abridge the rights of the other Party hereunder, the Parties agree to consult, in good faith, with a goal of adopting a mutually satisfactory position; and (c) the Party taking action shall keep the other Party fully informed of the actions and positions taken or proposed to be taken by it and the actions and positions taken by all other parties incurred in connection with to such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party Proprius and ORGENTEC shall promptly notify the other in writing of any alleged or threatened infringement of any Patent Right in the InNexus Patents and Joint Patents, Field in the Territory of which it becomes they become aware, and: (a) InNexus . Proprius shall have the first right, but not the obligation, to bring, bring and control any action or proceeding with respect to infringement of any Patent Right in the Field in the Territory at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend ORGENTEC shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice choice. If Proprius fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, ORGENTEC shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Proprius shall have the right, at its own expense, but to be represented in any such action by counsel of its own choice. In the event a party brings an infringement action in the Field in the Territory in accordance with this Section 5.4, the other party shall cooperate fully with the party bringing such action; (b) with respect fully, including, if required to third party infringement of Joint Patents, the parties shall confer and take bring such action, and allocate expenses and recoveries in such manner, the furnishing of a power of attorney or being named as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus party. Neither party shall have the right to settle any patent infringement litigation under this Section 5.4 relating to any Patent Right in the Field in the Territory without the prior written consent of such other party, which shall not be fully informed regarding any litigation brought thereunder by Beglendunreasonably withheld, including conditioned or delayed. [***] *** Certain information on this page has been omitted and filed separately with the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice Securities and Exchange Commission. Confidential treatment has been requested with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameomitted portions. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party (a) If a Third Party shall, in the reasonable opinion of either Party, infringe any Patent within the Licensed Technology controlled by Array or a Joint Patent or Joint Chemical Patent, then the Party having such opinion shall promptly notify the other in writing Party. Each Party shall within five (5) working days or as soon as reasonably practicable thereafter advise the other Party of receipt of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, andnotice of: (ai) InNexus any certification filed under the U.S. “Drug Price Competition and Patent Term Restoration Act of 1984” (“ANDA Act”), claiming that any Array Patent or Joint Patent or Joint Chemical Patent is invalid or claiming that the Array Patent or Joint Patent or Joint Chemical Patent will not be infringed by the manufacture, use or sale of a product for which an application under the ANDA Act is filed or; (ii) any equivalent or similar certification or notice in any other jurisdiction. (b) If any Patent within the Licensed Technology Controlled by Array or a Joint Patent or Joint Chemical Patent is infringed by a Third Party in any country in connection with the manufacture, use and sale of a product the same as or substantially similar to a Licensed Product in the Field in such country, AZ shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in control any action or proceeding with respect to such infringement of such Patent, by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Array shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in that action by counsel of its sole control, such action; and the party not bringing own choice. If AZ fails to bring an action under this paragraph or proceeding within a period of one hundred twenty (120) days after a request by Array to do so, Array shall have the right to bring and control any such action by counsel of its own choice, and AZ shall have the right to be entitled to separate representation represented in any such matter action by counsel of its own choice and at its own expense. (c) If one Party brings any such action or proceeding in accordance with this Section 8.3.3, but the second Party agrees to be joined as a party plaintiff if necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall be borne by such party Party, and any damages or other monetary awards recovered shall cooperate fully with be shared as follows: The amount of such recovery actually received by the party bringing Party controlling such action shall first be applied to the out-of-pocket costs of such action; , and then (bi) with respect if AZ is the Party that brings such action or proceeding, then Array shall be paid an amount equal to third party infringement the royalties that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by AZ, and the remaining portion of such recovery shall be paid to AZ, or (ii) if Array is the Party that brings such action or proceeding, then the remaining portion of such recovery shall be retained by Array. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 8.3.3 may be entered into without the consent of the Party not bringing the suit. Neither Party shall, however, have the right to enter into any settlement or consent to any claim to the effect that the patent protection offered under any part of the Array Patents, the Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability Chemical Patents or the ability of such product to Chemical Patents would be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice")materially negatively affected, then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other partyParty, and such consent not to be unreasonably withheld. (id) in the event of For any recovery of monetary damages from the third partyother infringement actions relating to Array Patents containing Valid Claims, whether such damages result from the infringement of InNexus Chemical Patents, Joint Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses Chemical Patents falling outside of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.application of Section 8.3.3(a) or 8.3.3

Infringement by Third Parties. Each party 5.1 The parties shall promptly notify the one another of all actual or suspected infringements or other in writing of any alleged or threatened infringement unauthorised use of the InNexus Licensed Patents and Joint Patents, of which it becomes they become aware, and:. (a) InNexus In connection with any infringement or unauthorised use of the Licensed Patents affecting or potentially affecting the interests of both parties, the parties shall have the rightconsult with one another and, but not the obligationacting reasonably, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring take such action within ninety (90) days as they mutually decide. The parties shall mutually determine and agree in writing as to which party shall control the conduct of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; , and the proportionate share to be paid by each party not bringing an action under this paragraph of all costs and expenses of such action. Each party shall be entitled to separate representation all recoveries or compensation which results from such action in proportion to their respective interests and responsibilities therein, as follows: First, to reimburse the Parties for their respective costs and expenses (including reasonable attorneys’ fees and costs) incurred in prosecuting such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such enforcement action; (b) with respect Second, any amounts remaining shall be allocated as follows: (a) to third party infringement of Joint Patents, the parties shall confer and take Party bringing such suit or proceeding or taking such other legal action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety one hundred percent (90100%) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute if the suit is brought jointly, fifty percent (50%) to each Party. If a Party brings any such action or proceeding hereunder, the other Party agrees to be joined as party plaintiff if necessary to prosecute such action or proceeding, and to give the Party bringing such action or proceeding reasonable assistance and authority to file and prosecute the suit; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any property to the other Party or any Third Party to confer standing on a Party hereunder. 5.2 OXiGENE elects to take no action in connection with any infringement or unauthorised use that materially affects rights granted to Active under this Agreement, and if Active determines that such action should be taken, and it is commercially reasonable for such action to be taken, Active may take whatever commercially reasonable action Active wishes in order to protect its interests in the Licensed Products in connection with the infringement or unauthorised use and the patent right or rights which are the subject of said infringement or unauthorised use shall thereafter be excluded from the definition of Licensed Patents for the purposes of the definitions of Net Sales and Licensed Products only as used in paragraph 3.1 of this Agreement. Active shall have sole conduct of such action, shall bear all costs and expenses of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects shall be entitled to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award all recoveries or settlement resulting compensation which results from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it provided OXiGENE shall not participate in be paid any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from Royalty due but for the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenseslegal action related thereto.

Infringement by Third Parties. Each party Party shall promptly notify the other Party in writing promptly upon learning of any actual or alleged infringement by any Third Party of any Product Trademarks in the Territory of which they become aware. SELLAS shall have the first right, but not the obligation, to initiate, pursue, prosecute and control any legal Action and to control the defense of any challenge relating to the Product Trademarks in the Territory. If SELLAS does not take steps to address the infringement or threatened initiate an infringement Action within [***], or any other period that requires action, after learning of the InNexus Patents and Joint Patentsinfringement, of which it becomes aware, and: (a) InNexus then 3DMed shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Action. Neither Party shall have the right to settle any infringement action under this Section 6.4(b) in a manner that diminishes the rights or interests of the other Party or imposes any liability on the other Party without the prior written consent of such other Party, which shall not be fully informed regarding unreasonably withheld, conditioned or delayed. SELLAS shall have the right to choose outside counsel. All reasonable and documented expenses of outside counsel incurred in bringing, maintaining, defending, prosecuting, settling, obtaining or enforcing a judgment in any litigation brought thereunder Action governed by Beglendthis Section 6.4(b) shall be borne by the Party bringing, including the status of any settlement activity; maintaining, defending, prosecuting, settling, obtaining or enforcing a judgment in such Action (c) notwithstanding anything herein to the contraryextent not reimbursed through recoveries from such litigation). Except as otherwise provided, should a party receive notice with respect to a Product the costs and expenses of the Party bringing suit under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of this Section 6.4 shall be borne by such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory NoticeParty, and any damages or other monetary awards recovered shall be shared as follows: (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy the amount of such Statutory Notice (or recovery actually received by the Party controlling such lesser time as may Action shall first be required under applicable legislation to respond to or contest the application thereof applied to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a fortyout-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the of-pocket costs of litigation against each Party in connection with such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such actionAction; (ii) if 3DMed is the non-Party controlling party does not elect to share such litigation costsAction, it then [***] of any remaining proceeds shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent be retained by 3DMed, and [***] of the other partyremaining proceeds shall be paid to SELLAS; or (iii) if SELLAS is the Party controlling such Action, then [***] of any remaining proceeds shall be retained by SELLAS, and (i) in [***] of the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery remaining proceeds shall be allocated first paid to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses3DMed.

Infringement by Third Parties. Each (a) When information comes to the attention of either Cambridge or SJM to the effect that any of the Intellectual Property of Cambridge or SJM related to the Products has been infringed by a third party (the party whose Intellectual Property has been or is threatened to be infringed, being referred to as the “Infringed Party”), Cambridge or SJM, as the case may be, shall promptly notify the other party in writing within ten Business Days of any alleged such infringement or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus . The Infringed Party shall have the right, but not initial right (after consultation with the obligation, other party) to bringtake any action to eliminate or minimize the consequences of such infringement or otherwise enforce Infringed Party’s rights and the other party shall, at InNexus' expense and the Infringed Party’s expense, cooperate with the Infringed Party in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. The other party, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patentshowever, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding participate, but not as a party, at its own cost in any litigation legal action brought thereunder by Beglend, including the status Infringed Party to eliminate or minimize the consequences of any settlement activity; (c) notwithstanding anything herein to infringement of Intellectual Property of the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to Infringed Party. If the Infringed Party determines that Product, would have the effect of restricting the price, marketability it is necessary or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide desirable for the other party with a copy to join any such suit, action or proceeding, the other party shall, at Infringed Party’s expense, execute all documents and perform such other acts as may be reasonably required. If Infringed Party initiates suit hereunder it shall have the exclusive right to employ counsel of its own selection and to direct and control the litigation or any settlement thereof and shall be entitled to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys’ fees, necessarily involved in the prosecution of such Statutory Noticesuit, and any funds that shall remain from said recovery shall be distributed to Infringed Party and the other party in proportion to the loss incurred by each of Infringed Party and the other party. (b) In the event that the Intellectual Property of the Infringed Party has been infringed by a third party, such third party is selling a commercial product in the marketplace that is materially affecting the other party’s ability to sell the Products, and the Infringed Party takes no action to stop the infringement of the Intellectual Property of Infringed Party within 90 days of receipt of notice from the other party requesting Infringed Party to take such action, then, at the Infringed Party’s sole election, the other party shall have the right either (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest commence an action against the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitinfringer, at its expense, within own expense and in its own name and shall have the right to join Infringed Party as a forty-five (45) day period from the date of party plaintiff and Infringed Party shall join in any such Statutory Notice (action or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter periodto terminate this Agreement. Infringed Party shall execute all documents and take all other actions, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of at the other party’s expense, and (i) in the event of any recovery of monetary damages from the third partyincluding giving testimony, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall which may reasonably be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred required in connection with such litigationsuit, action or proceeding. In the event that the other party institutes an action under this Section 12(b), the other party shall have the exclusive right to employ counsel of its own selection and to direct and control the litigation or any settlement thereof (subject to the last sentence of this Section 12(b)), and shall be entitled to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys’ fees, necessarily involved in the prosecution of such suit, and any funds that shall remain from said recovery shall be shared pro rata between InNexus distributed to Infringed Party and Beglend the other party in proportion to their respective expenses.the loss incurred by each of Infringed Party and the other party. If the other party desires to settle such claim or suit, it shall first give

Infringement by Third Parties. Each party Party shall promptly notify the other Party in writing of any alleged or threatened infringement by a Third Party of any RPI Patent Rights or Roche Patent Rights of which they become aware and provide the other Party with all evidence in its possession demonstrating said infringement. The Parties agree to cooperate in taking commercially reasonable legal actions to protect the commercial interests of the InNexus Patents Parties in any Target Discovery Program or a Product against infringement by Third Parties. The Filing Party shall take the lead in any such action. If, within three (3) months following learning of the infringement by a Third Party and Joint Patentsafter a written request by the other Party, of which it becomes awaresuch Party fails to take commercially reasonable action against the Third Party to halt such alleged infringement, and: (a) InNexus shall have the rightother Party shall, but not the obligation, to bring, at InNexus' expense and in its sole controldiscretion, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring have the right to take such action within ninety (90) days in such country as it deems warranted in the name of notification thereof (or the other Party; the Party maintaining such shorter period action shall be responsible for the costs of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have maintaining the right, but not the obligation, to undertake, at Beglend's expense action and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation receive all damages recovered from the action for the past infringement. Each Party shall join in the action, but shall be under no obligation to participate except to the extent that such matter by counsel participation is required as a result of its own choice being a named party to the action. If more than one Party wishes to participate in taking action to protect the commercial interests of the Parties in the Product against infringement, then an authorized representative of each Party shall control such action; the costs Confidential portions ([ ]) have been omitted pursuant to regulation 240.25b-2(b) of the Securities Exchange Act of 1934 and at its own expense, but such party shall cooperate fully have been filed separately with the party bringing Commission. of maintaining such action; (b) with respect to third party infringement of Joint Patents, action shall be shared equally by the parties shall confer and take such actionParties, and allocate expenses and recoveries in the damages recovered from such manneraction for the past infringement shall be shared equally by the both Parties. Each Party shall render such reasonable assistance as the prosecuting Party may request. Notwithstanding the foregoing, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend RPI shall have the right, but not the obligation, to bring, at Beglend's expense and handle in its sole controldiscretion and expense any oppositions, an action against any person interferences, or entity infringing litigation relating to the Ribozyme Technology/Cech patents and shall keep Roche informed on a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglendregular basis, including but no less than quarterly, of the status of any settlement activity; (c) notwithstanding anything herein to the contrarysuch oppositions, should a party receive notice with respect to a Product under any applicable legislation whichinterferences, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticelitigation, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy promptly provide Roche with copies of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameall substantive communications relating thereto. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party XOMA and ALLERGAN shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the InNexus Patents and Joint Patents, Patent Rights of which it becomes awarethey become aware that would affect the Compound or its use in the Field. Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation. XOMA shall have the first right to bring and control any action or proceeding with respect to infringement at its own expense and by counsel of its own choice, and: (a) InNexus and ALLERGAN shall have the right, but not the obligationat its own expense, to bringbe represented in such action by counsel of its own choice. If XOMA fails to bring an action or proceeding within: (i) one hundred and twenty (120) days following the notice of alleged infringement or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, and if [*], ALLERGAN shall have the right to bring and control any such action at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend XOMA shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensechoice. In the event a party brings an infringement action, but such the other party shall cooperate fully with the party bringing such action; (b) with respect fully, including if required to third party infringement of Joint Patents, the parties shall confer and take bring such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence furnishing of agreement within ninety (90) days a power of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus attorney. Neither party shall have the right to be fully informed regarding settle any patent infringement litigation brought thereunder by Beglend, including under this Section 11.5 in a manner that diminishes the status rights or interests of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, and (i) in the event of any recovery realized as a result of monetary damages from the third partysuch litigation, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the after reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of ALLERGAN and XOMA, shall belong to the parties incurred party who brought the action. In the event that any such legal action is commenced by ALLERGAN, any costs, including outside legal fees, actually paid by ALLERGAN in connection with such litigation, the recovery action shall be shared pro rata between InNexus and Beglend creditable against royalties due XOMA hereunder in proportion such country or countries or reimbursed by XOMA; provided, however, that XOMA's liability to their respective expensesALLERGAN under this Section 11.5 shall not exceed [*] of the total amount of royalties due XOMA hereunder, during the period subsequent to the commencement of such action.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents Subject to Section 11.3(a)(ii), [***] enforcing, and Joint Patents, of which it becomes aware, and: (a) InNexus shall have the rightfirst right to enforce, but not Patents throughout the obligationTerritory that claim the composition of matter of, methods of making, or methods of using [***], which right includes the right to bringcontrol and settle the litigation (subject to the last sentence of this Section 11.5). Subject to Section 11.3(a)(i), at InNexus' expense [***] enforcing, and in its sole controlshall have the first right to enforce, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; Patents throughout the Territory that claim the [***], which right includes the right to control and if InNexus settle the litigation (subject to the last sentence of this Section 11.5). If the Party having such first right does not bring such initiate an enforcement action within ninety (90) days after the Parties first learn of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglendinfringement, Beglend the other Party shall have the right, but not right to enforce such Patents against infringers to the obligation, extent such infringement relates to undertake, at Beglend's expense products competitive with the Product in the Field. All of the costs and expenses of both Parties incurred in its sole control, connection with such action; and the party not bringing an action under this paragraph proceedings shall be entitled to separate representation in such matter borne by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party Party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses any recoveries shall be awarded to the enforcing Party. For Nektar Patent Rights and Patents Controlled by Bayer and/or its Affiliates relating to a [***] (in each case, including without limitation Joint Patent Rights), the Parties shall jointly enforce such Patents throughout the Territory and share the costs associated with such enforcement and any recoveries in associated therewith as follows: Bayer shall bear or receive [***] of such mannercosts or recovery, as they may agree; applicable, and Nektar shall bear or receive [***] of such costs or recovery, as applicable. If one Party chooses not to participate in enforcement of Patents relating to a [***], the absence of agreement within ninety (90) days of notification thereof, Beglend other Party shall have the rightright to enforce such Patents (provided all of the costs and expenses of both Parties incurred in connection with such enforcement shall be borne by the enforcing Party), but not including without limitation the obligation, right to bring, settle such litigation (subject to the last sentence of this Section 11.5) at Beglend's its sole expense and to keep all recoveries associated therewith. If, in its sole controlany enforcement action taken pursuant to this Section 11.5, the enforcing Party determines that the other Party is an indispensable party to such action, the other Party hereby consents to be joined in such action against any person or entity infringing a Joint Patent directly or contributorily and InNexus and, in such event, the other Party shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of represented in such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice action using counsel of its intention to proceedown choice at the enforcing Party’s expense. Notwithstanding the foregoing, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought each Party’s enforcement rights under this Section 8.4 without 11.5 shall be subject to limitations imposed in any license agreement with a Third Party existing as of the Effective Date relating to the Patent to be enforced. The joint consent of Bayer and Nektar (which consent shall not be unreasonably withheld or delayed) shall be required of any settlement, consent judgment or other voluntary final disposition of a suit under this Section 11.5 that could adversely affect the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesParty’s interest.

Infringement by Third Parties. Each In the event that either party reasonably believes that a Third Party is or may be infringing, encroaching or violating any Patent within the AnorMED Patents, then such party shall promptly notify the other party in writing of any alleged such infringement, encroachment or threatened infringement of violation, and the InNexus Patents and Joint Patents, of which it becomes aware, andfollowing shall apply: (a) InNexus subject to Subsection 10.6(b), in the event of any infringement, encroachment or violation of any Patent within the AnorMED Patents in the Territory: (i) NeoRx, in its sole discretion, shall have the first right, but not the an obligation, to bringtake or not take whatever action it believes appropriate, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and and (ii) if InNexus NeoRx does not bring commence action directed toward restraining or enjoining such infringement within 90 days after the date that notice thereof was received from or delivered to AnorMED, AnorMED may take such legally permissible action as it deems necessary or appropriate to enforce such Patent within ninety (90) days of notification thereof (or the AnorMED Patents and restrain such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such actioninfringement; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence event of agreement any infringement, encroachment or violation of any Patent within ninety the AnorMED Patents in a country for which NeoRx has discontinued prosecution or maintenance of such Patent under Subsection 10.1(b): (90i) days of notification thereofAnorMED, Beglend in its sole discretion, shall have the first right, but not the an obligation, to bringtake or not take whatever action it believes appropriate, at Beglend's expense and (ii) if AnorMED does not commence action directed toward restraining or enjoining such infringement within 90 days after the date that notice thereof was received from or delivered to NeoRx, NeoRx may take such legally permissible action as it deems necessary or appropriate to enforce such Patent within the AnorMED Patents and in its sole control, an restrain such infringement; (c) the party taking action against any person or entity infringing a Joint Patent directly or contributorily and InNexus an alleged infringer shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, control such action and shall bear all legal expenses (including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"court costs and legal fees), then such party but it shall immediately provide have no right to settle any dispute in any manner which would abridge the reserved rights of the other party under this Agreement. By way of example and not by way of limitation, neither party may stipulate or admit to the invalidity or unenforceability of any patent. Before any action is taken by either party which could abridge the rights of the other party hereunder, the parties agree to consult, in good faith, with a copy goal of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides adopting a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislationmutually satisfactory position; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name.and (d) the party which is not in control of any taking action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) shall keep the other party fully informed of the costs of litigation against such third party infringer, actions and positions taken or proposed to be taken by providing written notice it and the actions and positions taken by all other parties to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party (i) The Party first having knowledge that any (x) Ardelyx Controlled Patents or (y) KHK Controlled Patents, in each case, claiming or covering inventions that are necessary or useful to Exploit a Licensed Compound or Licensed Product, is infringed, or misappropriated by a Third Party, or suspected of being infringed or misappropriated by a Third Party shall promptly notify the other Party thereof in writing writing. Such notice shall set forth the facts of that infringement, misappropriation, or suspected infringement or misappropriation in reasonable detail. (ii) Ardelyx (or in the case of Ardelyx [***] Patents, Ardelyx and/or Ardelyx’s licensor) shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding or negotiation of any alleged or threatened settlements at its expense with respect to any infringement of the InNexus Patents and Joint Ardelyx Controlled Patents, by counsel of which its own choice. With respect to actions, proceedings or settlements in the Territory, KHK shall have the right to participate in such action or negotiations at its expense and be represented if it becomes awareso desires by counsel of its own choice. If necessary, and: at Ardelyx’s discretion, KHK agrees (ai) InNexus in any such action in the Territory, and (ii) in any such action outside of the Territory with respect to a Joint Patent, to be joined as a party plaintiff and to give Ardelyx (or Ardelyx’s licensor, as the case may be), reasonable assistance and any needed authority in order for Ardelyx or its licensor to control, file, and to prosecute such action, at Ardelyx’s expense. If Ardelyx or its licensor, as the case may be, elects not to institute and prosecute an action or proceeding or to conduct such negotiation to ▇▇▇▇▇ such infringement, within a period of [***] ([***]) days after both Parties become aware of the infringement or suspected infringement, then Ardelyx shall discuss with KHK the reasons for this decision. KHK shall then have the right, but not the obligation, to bringinstitute, prosecute, and control any such action in the Territory at InNexus' its expense and (but with respect to Ardelyx [***] Patents or Ardelyx Sole Invention Patents, only to the extent that the Patent is an Ardelyx [***] [***] Patent or Ardelyx Sole Invention [***] Patent). In such case, Ardelyx, [***] shall give KHK any needed authority in its sole order for KHK to control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; file, and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time prosecute the suit as may be required necessary; provided, however, that Ardelyx, or Ardelyx and/or its licensor (if the licensor is the owner of such Patent but only to the extent a co-party with Ardelyx) shall have the right to participate at its expense in such action as a party plaintiff(s) and be represented if it so desires by counsel of its own choice. No settlement or consent judgment or other voluntary final disposition of a suit in the Territory under this Section 8.04(a)(ii) may be entered into without the consent of Ardelyx and KHK, which consent shall not be withheld, delayed or conditioned unreasonably. If a Japanese court denies KHK’s request for an injunction, provisional order or other legal actions brought pursuant to KHK’s right to control a legal action under this Section 8.04(a)(ii) for lack of standing, Ardelyx shall, upon KHK’s reasonable request and under KHK’s direction, file for an injunction, provisional order or other legal actions by counsel of KHK’s choice, at the sole cost and expense of KHK. Ardelyx shall not grant a registered exclusive license (a senyo jisshiken under Section 77 of the Japanese Patent Law) in the Territory to any applicable legislation necessary Third Party with respect to preserve the Ardelyx Controlled Patents. (iii) KHK (or in the case of KHK [***] Patents, KHK and/or KHK’s licensor) shall have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding or negotiation of any settlements at its rights expense with respect to any infringement of KHK Controlled Patents, by counsel of its own choice with Ardelyx (or, with respect to actions or proceedings or negotiations outside of the Territory, Ardelyx, or Ardelyx and its licensees in such territory where the infringement is alleged to have occurred) having the right to participate in such action or negotiations at its or their own expense and be represented by counsel of its or their own choice. If necessary, at KHK’s discretion, Ardelyx agrees in any such action to be joined as a party plaintiff and to give KHK reasonable assistance and any needed authority in order for KHK to control, file, and to prosecute such action, at KHK’s expense. If KHK elects not to institute and prosecute an action or proceeding or to conduct such negotiation to ▇▇▇▇▇ such infringement, within a particular jurisdictionperiod of [***] ([***]) days after both Parties become aware of the infringement or suspected infringement, then KHK shall discuss with Ardelyx the reasons for this decision. Ardelyx (or in the case of alleged infringement outside of the Territory, Ardelyx and/or its licensees in such territories where the infringement is alleged to or by Beglend, Beglend have occurred) shall then have the right, but not the obligation, to undertakeinstitute, prosecute, and control any such action at Beglend's its expense and (but with respect to KHK [***] Patents, only to the extent Patent is a KHK [***] Patent). In such case, KHK, [***] shall give Ardelyx (or its licensee, as the case may be) any needed authority in order for Ardelyx or its sole licensee to control, such actionfile, and prosecute the suit as may be necessary; and provided, however, that KHK shall have the party not bringing an action under this paragraph shall be entitled right to separate representation participate at its expense in such matter action as a party plaintiff and be represented if it so desires by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement choice. No settlement or consent judgment or other voluntary final disposition of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation Territory under this section (includingSection 8.04(a)(iii) may be entered into without the consent of Ardelyx and KHK, for the purposewhich consent shall not be withheld, a reasonable allocation of internal counsel and other expenses)delayed or conditioned unreasonably, and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses outside of the parties Territory under this Section 8.04(a)(iii) may entered into without the consent of Ardelyx, and KHK, which consent shall not be withheld, delayed or conditioned unreasonably. (iv) With respect to any proceeding, negotiation or settlement with respect to an alleged infringement within or outside of the Territory, any and all costs that are incurred by a Party bringing suit in connection with the exercise of rights under Section 8.04(a)(ii) and (iii) (including without limitation the internal costs and expenses specifically attributable to such litigation, the recovery suit) shall be shared pro rata between InNexus reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. If such recovery is insufficient to reimburse the costs of KHK, KHK’s licensor, Ardelyx and Beglend in proportion Ardelyx’s licensor or licensee, if applicable, then [***]. (v) With respect to their respective expenses.any proceeding, negotiation or settlement with respect to an alleged infringement within or outside of the Territory, any damages remaining after all costs have been reimbursed pursuant to Section 8.04(a)(iv) above, shall be allocated as follows: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Infringement by Third Parties. Each party BD and AeroGen shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint AeroGen Patents, BD Patents or Joint Patents relating to the manufacture, use or sale or the Product of which it becomes they become aware, and. The Parties shall then proceed as follows: (a) InNexus AeroGen, or its Marketing Partner, shall have the right, but not the obligation, to bring, at InNexus' expense and control the prosecution of any infringement described in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety this Section 10.4 with respect to the AeroGen Patents. (90b) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend BD shall have the right, but not the obligation, to undertake, at Beglend's expense and control the prosecution of any infringement described in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) Section 10.4 with respect to third party infringement of Joint the BD Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety . (90c) days of notification thereof, Beglend AeroGen shall have the right, but not the obligation, to bringcontrol the prosecution of any infringement described in this Section 10.4 with respect to Joint Patents, either itself or through its Marketing Partner. In the event AeroGen decides not to control such prosecution, either itself or through its Marketing Partner, BD then shall have the right, but not the obligation, to control such prosecution. AeroGen may assign its rights under this subsection (c) to a Marketing Partner with BD's prior written consent, which consent shall not be unreasonably withheld or delayed. (d) Each Party shall cooperate fully in any action brought under this Section 10.4 by the other Party, including, if required to bring such action, naming the other Party only if a court of competent jurisdiction determines that the other Party is a necessary party to such suit, in which event the Party shall hold the other Party free, clear and harmless from any and all liability of such litigation, including costs, expenses and attorneys' fees. In addition, each Party at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus all times shall have the right to be fully informed regarding any litigation brought thereunder represented separately in such action by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice counsel of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) own choice. Any recovery realized as a result of such litigation costsor related settlement shall first be applied pro rata to reimburse the Parties' costs and expenses of such litigation, it and any remaining amounts shall receive fifty percent (50%) of any damage award or settlement resulting from be retained by the Party bringing such action; (ii) if , except the non-controlling party does not elect to Parties shall share such litigation costs, it shall not participate in equally any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount remaining amounts recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesJoint Patents.

Infringement by Third Parties. Each In the event Gene Logic or P&GP becomes aware of any actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right of either party which claims an Invention or Joint Invention, that party shall promptly notify the other party, and the parties shall (a) promptly discuss how to proceed in writing of any alleged connection with such actual or threatened infringement of the InNexus Patents and Joint Patents(b) use their best efforts in cooperating with each other to terminate such infringement without litigation, of which it becomes aware, and: (a) InNexus as appropriate and commercially reasonable. Gene Logic shall have the right, but not the obligationat its option and expense, to bringdetermine how to proceed in connection with any such actual or threatened infringement of any Patent Right, at InNexus' expense copyright, trademark, trade secret or other intellectual property right with respect to which Gene Logic is the Responsible Party, and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend P&GP shall have the right, but not the obligationat its option and expense, to undertakedetermine how to proceed in connection with any such actual or threatened infringement of any Patent Right, at Beglend's expense and in its sole controlcopyright, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensetrademark, but such party shall cooperate fully with the party bringing such action; (b) trade secret or other intellectual property right with respect to third party which P&GP is the Responsible Party. Notwithstanding the foregoing, in the event of any actual or threatened infringement of Joint Patentsany Patent Right, copyright, trademark, trade secret or other intellectual property right which claims a [...***...], which infringement interferes with any of the parties shall confer and take rights granted to [...***...] under Section 4.5(c) but does not interfere with [...***...] use of such actionPatent Right, and allocate expenses and recoveries in such mannercopyright, as they may agree; and in the absence of agreement within ninety (90) days of notification thereoftrademark, Beglend trade secret or other intellectual property right, then Gene Logic[...***...] shall have the right, but not the obligationat its option and expense, to bringdetermine how to proceed in connection with any such actual or threatened infringement. If either party commences any actions or proceedings (legal or otherwise) pursuant to this Section 4.7, it shall prosecute the same vigorously at Beglend's its expense and in its sole control, an action against shall not abandon or compromise them or fail to exercise any person or entity infringing a Joint Patent directly or contributorily and InNexus rights of appeal unless commercially reasonable to do so without giving the other party the right to take over the prosecuting party's conduct at such other party's own expense. Neither party shall have the right to be fully informed regarding settle any patent infringement litigation brought thereunder by Beglend, including under this Section 4.7 in a manner that diminishes the status rights or interests of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the such other party, and (i) in the event . Any recovery realized as a result of any recovery of monetary damages from the third party, whether such damages result from the patent infringement of InNexus Patents or Joint Patents, such recovery action under this Section 4.7 shall be allocated first belong to the reimbursement of any expenses incurred by party who brought the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesaction.

Infringement by Third Parties. Each party shall promptly notify agrees to reasonably assist the other in writing protecting the PROPERTY from infringement by third parties, including, but not limited to, reporting to the other party any infringement or imitation of the PROPERTY it becomes aware of (PROVIDED, HOWEVER, that TPC shall only be obligated to report such infringements or imitations to LICENSEE if they relate to PRODUCTS or if TPC intends to initiate an action, suit, opposition or other proceeding (collectively, a "PROCEEDING") with respect to such matter). Except as otherwise provided in this Section 5.4, or unless the parties agree otherwise in writing, the prosecution and settlement of any alleged PROCEEDING respecting any infringement, dilution, tarnishment, unfair competition or threatened infringement of passing off by a third party of, or with respect to, any PROPERTY (collectively, an "INFRINGEMENT"), including the InNexus Patents and Joint Patentsdecision whether to initiate a PROCEEDING, of which it becomes aware, andshall be as follows: (a) InNexus Except as set forth otherwise in the Foodservice Trademark License Agreement entered into between TPC and LICENSEE on the date hereof (and even then only during the term thereof), for any INFRINGEMENT that relates to use of PROPERTY in connection with goods or services other than PRODUCTS: (1) TPC shall have the rightsole right to determine whether to institute litigation with respect to such INFRINGEMENT, but not as well as the obligation, sole right to bring, at InNexus' expense and select counsel. TPC may commence or prosecute any such claims or suits in its sole control, an appropriate action against any person own name or entity infringing it may join LICENSEE as a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph thereto. TPC shall be entitled to separate representation in keep the entire amount of any recovery therefrom. If TPC brings any such matter INFRINGEMENT action, LICENSEE agrees to cooperate with TPC and lend reasonable assistance as requested by counsel of TPC, subject to being reimbursed for its own choice and reasonable out-of-pocket expenses incurred at its own expense, but such TPC's request. (2) Each party shall cooperate fully promptly (i) notify the other party of any material developments with respect to such PROCEEDING, (ii) deliver to the other party bringing a copy of all pleadings, correspondence and other material documents respecting such action;PROCEEDING, and (iii) notify the other party of any offers of settlement related to such PROCEEDING which it receives or which it proposes to make. (3) TPC shall not offer, or accept any offer of, a settlement that contains any material term or condition other than the receipt or payment of money by TPC, which settlement would have a materially negative effect on the PROPERTY, without the prior written consent of LICENSEE, which consent shall not be unreasonably withheld or delayed. (b) For any INFRINGEMENT that relates to use of PROPERTY in connection with PRODUCTS: (1) LICENSEE shall have the sole right to determine whether to institute litigation with respect to third such INFRINGEMENT, as well as the sole right to select counsel ("TRADEMARK COUNSEL"). LICENSEE may commence or prosecute any such claims or suits in its own name or it may join TPC as a party infringement thereto. LICENSEE shall be entitled to keep the entire amount of Joint Patents, the parties shall confer and take any recovery therefrom. If LICENSEE brings any such INFRINGEMENT action, TPC agrees to cooperate with LICENSEE and allocate lend reasonable assistance as requested by LICENSEE, subject to being reimbursed for its reasonable out-of-pocket expenses incurred at LICENSEE's request. (2) TRADEMARK COUNSEL and recoveries in such manner, as they may agree; and in each party (unless TRADEMARK COUNSEL has already done so) shall promptly (i) notify the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status other party of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice material developments with respect to a Product under any applicable legislation whichsuch PROCEEDING, if applicable (ii) deliver to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of all pleadings, correspondence and other material documents respecting such Statutory NoticePROCEEDING, and (iiii) InNexus shall have thirty (30) days from date on notify the other party of any offers of settlement related to such PROCEEDING which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation which it proposes to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its namemake. (d3) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither Neither party shall settle offer, or accept any offer of, a claim brought under this Section 8.4 settlement that contains any material term or condition other than the receipt or payment of money by such party, which settlement would have a materially negative effect on the PROPERTY, without the prior written consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents which consent shall not be unreasonably withheld or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesdelayed.

Infringement by Third Parties. Each party MannKind and ImVisioN shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, any Licensed Patent of which it becomes they become aware. ImVisioN shall have the first right to bring and control any action or proceeding with respect to infringement of any Licensed Patent at its own expense and by counsel of its own choice, and: (a) InNexus and MannKind shall have the right, but not the obligationat its own expense, to bringbe represented in any such action by counsel of its own choice. If ImVisioN fails to bring an action or proceeding within (a) 60 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, MannKind shall have the right to bring and control any such action at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend ImVisioN shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensechoice. In the event a party brings an infringement action in accordance with this Section 5.3, but such the other party shall cooperate fully with the party bringing such action; (b) with respect fully, including, if required to third party infringement of Joint Patents, the parties shall confer and take bring such action, and allocate expenses and recoveries in such manner, the furnishing of a power of attorney or being named as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus party. Neither party shall have the right to be fully informed regarding settle any patent infringement litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 5.3 relating to any Licensed Patent without the prior written consent of the such other party, and (i) in which shall not be unreasonably withheld, conditioned or delayed. Except as otherwise agreed to by the event parties as part of a cost-sharing arrangement, any recovery realized as a result of monetary damages from the third partysuch litigation, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the after reimbursement of any litigation expenses incurred of MannKind and ImVisioN, shall be retained by the parties in party that brought and controlled such litigation for purposes of this Agreement. If ImVisioN is the litigation under this section (includingparty that controlled such action or proceeding, for the purpose, a reasonable allocation MannKind shall receive out of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with any such litigation, the remaining recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.received by ImVisioN after

Infringement by Third Parties. Each party *Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the "▇▇▇▇"). This Exhibit has been filed with the Secretary of the Commission without the ▇▇▇▇ pursuant to the Company's application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 7.1.1 If either Party becomes aware that a Third Party is infringing any rights in any patent rights owned or controlled by BMS or any of its Affiliates covering the composition or use of a Product or any Trademark used in connection with a Product, such Party shall promptly notify give written notice to the other Party describing in writing detail the nature of such infringement. Subject to Section 7.1.2, BMS and its Affiliates shall have the sole right, but not the obligation, to enforce any such BMS patent rights and Trademarks against such Third Party infringer and to settle or compromise any such possible infringement by taking such action as BMS or its Affiliates may determine in their sole and absolute discretion; PROVIDED, however, that BMS may not settle any such potential infringement in a manner that materially adversely affects the rights granted to DURA hereunder or the title, rights and interests in any patent rights, Trademarks or other intellectual property rights owned or controlled by BMS or any of its Affiliates relating to the composition or use of any alleged such Products, or threatened infringement that would materially conflict with this Agreement, or that would require a payment by DURA to such Third Party, or that would require the grant of any right or license by BMS to any Third Party in conflict with the InNexus Patents and Joint Patentsrights granted to DURA hereunder, without the prior written consent of DURA. So long as such cooperation does not vitiate any legal privilege to which it becomes awareis entitled, and:DURA agrees to provide BMS all reasonable assistance (including, without limitation, making documents and records available for review and copying and making persons within its control available for pertinent testimony), at BMS' expense, in such enforcement. 7.1.2 In the event that BMS fails to institute an infringement suit or take other reasonable action in response to such infringement referred to in 7.1.1 within one hundred eighty (a180) InNexus days after notice of such infringement has been brought to its attention, DURA shall have the right, but not the obligation, to bringinstitute such suit or take other appropriate action in its own name to enforce such BMS patent rights (but not any BMS patents pertaining to the manufacture of a Product) against such Third Party and to settle or compromise any such possible infringement by taking such action as DURA or its Affiliates may determine in their sole and absolute discretion; PROVIDED, however, that DURA may not settle any such potential infringement in a manner that would materially adversely affect any title, rights and interests in any patents, Trademarks or other intellectual property rights owned or controlled by BMS or any of its Affiliates relating to the composition or use of any Product, or that would materially conflict with any terms of this Agreement, or that would require a payment by BMS to such Third Party, or that would require the grant of any right or license by BMS to any Third Party, without the prior written consent of BMS. So long as such cooperation does not vitiate any legal privilege to which it is entitled, BMS agrees to provide DURA all reasonable cooperation and assistance (including, without limitation, making documents and records available for review and copying and making persons within its control available for pertinent testimony), at InNexus' expense and DURA's expense, in its sole controlsuch enforcement. 7.1.3 Regardless of which Party brings an action to enforce a BMS Patent or a Trademark that is being infringed by a Third Party as provided in Section 7.1.1 or 7.1.2 above, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party Party not bringing an the action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to participate in such action at its own expense with its own counsel. Any damages or other recovery, whether by settlement or otherwise, from an action hereunder to enforce such BMS Patents or Trademarks shall be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein paid to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have Party controlling the effect conduct of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its namelitigation. (d) the party which is not 7.1.4 Upon assignment by BMS of a Trademark to DURA in control accordance with Section 2.2.2 of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.the

Infringement by Third Parties. Each party ▇▇▇▇▇▇ ▇▇▇▇▇ and Forest shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of the InNexus Patents Trademarks or any challenge to ▇▇▇▇▇▇ ▇▇▇▇▇’▇ ownership of or Forest’ and/or its Affiliates’ and Joint Patents, permitted sub-licensees’ right to use the Trademarks of which it becomes they become aware. Both Parties shall use their Commercially Reasonable Efforts in cooperating with each other to terminate such infringement without litigation. Forest shall have the first right to bring and control any action or proceeding with respect to infringement of any of the Trademarks in the Territory at its own expense and by counsel of its own choice, and: (a) InNexus and ▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right, but not the obligationat its own expense, to bringbe represented in any such action or proceeding. If Forest declines to prosecute such infringement or to defend such claim within [***] of becoming aware of such claim, ▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right to bring and control any such action at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Forest shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with choice. Irrespective of which Party brings the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties Party controlling the action shall confer keep the other Party reasonably informed as to its strategy and take such the status of the action, and allocate expenses shall give due regard to the comments and recoveries in suggestions of the other Party. The Parties agree that, the costs of such manner, as they may agree; and prosecution or defense of the Trademarks in the absence Territory shall be [***] and that the proceeds of agreement within ninety (90) days of notification thereofany awards, Beglend judgments or settlements obtained in connection with an infringement or misappropriation shall have be used first to reimburse out-of-pocket costs and expenses incurred by [***] and then the right, but not the obligationother Party, to bringthe extent such costs and expenses have been reasonably incurred in connection with such proceeding (including attorney and expert fees) and any remainder shall be [***]. [***], at Beglend's expense each Party agrees to furnish the other with such cooperation, including consenting to act as a Party to litigation if required, and exchange of information as the other Party may reasonably request in its sole control, connection with the prosecution of any such action and the Party prosecuting an action against infringement shall consult periodically with the other Party in connection with any person or entity infringing a Joint Patent directly or contributorily and InNexus such action. No Party shall have the right to be fully informed regarding settle any infringement litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 1.6(a) relating to the Trademarks in the Territory without the prior written consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesParty.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus If either Buyer or UCB becomes aware of an infringement of any UCB IP Rights, it shall give prompt written notice thereof to the other Party. UCB shall have the right, but not the obligation, to bringobtain a discontinuance of such infringement or bring suit against the third party infringer. If Buyer receives a certification of invalidity or non-infringement directed to the UCB Patent Rights in connection with an abbreviated new drug application or a Section 502(b)(2) application, at InNexus' expense Buyer shall immediately inform UCB of such certification and in its sole control, Buyer may initiate an action to enforce the UCB Patent Rights if UCB fails to initiate such an action within thirty (30) days of receipt of such certification. If UCB fails to take commercially appropriate action against actions to stop any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action infringement of any UCB IP Rights within ninety (90) days of notification thereof written notice of the infringement, Buyer may, but shall not be obligated to, take such necessary actions to stop such infringement (or such shorter period of time a "Buyer Action"). Each Party will cooperate with the Party initiating an action, join in any suits as may be required pursuant brought by or as may be brought against the other Party as necessary and be available at the other Party's reasonable request to assist in such proceedings. With respect to any applicable legislation necessary action to preserve its rights enforce UCB IP Rights, no settlement, consent judgment or other voluntary final disposition of the suit or action, including injunctive relief, may be entered into without consent to such injunctive relief by the other Party, which consent shall not be unreasonably withheld or delayed; provided that UCB shall not be required to seek the consent of Buyer with respect to any settlement, consent judgment or other voluntary final disposition of a suit or action if such settlement, consent judgment or disposition is not reasonably related to, or reasonably likely to affect in within a particular jurisdiction) to or by Beglendan adverse manner, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;Delsym Product. (b) with respect to third party infringement of Joint Patents, The Party that brings an action under Section 5.1(a) shall bear the parties shall confer and take such actionexpenses of, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide reimburse the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of Party for any expenses incurred by the parties other Party in connection with, its cooperation with the litigation Party initiating the action under this section (including, for the purposeSection 5.1(a). For clarity, a reasonable allocation of internal counsel and Party shall have no responsibility to reimburse the other expenses)Party for costs, and thereafter as provided fees or expenses incurred by the other Party related to separately retained representation in Section 8.4(d); and (ii) if the amount recovered such action. Any recovery or damages derived from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery a suit or action shall be shared pro rata between InNexus and Beglend retained by the Party bringing the suit. (c) Neither Party shall make any statements nor take a position that negates the other Party's rights in proportion to their respective expensesany UCB IP Right.

Infringement by Third Parties. Each (a) In the event that Celator or BCCA becomes aware of actual or threatened infringement by a Third Party of a Royalty-Bearing Patent within the Territory (a “Third Party Infringement”), that party shall promptly notify the other party in writing of writing. (b) Celator shall have the first right, but not the obligation, to bring an infringement action against any alleged or threatened infringer in the event of a Third Party Infringement, Celator will provide BCCA with the opportunity to participate in the infringement action, and BCCA shall at Celator’s expense assist and co-operate with Celator in any such litigation. In this case, the costs of the InNexus Patents and Joint Patents, of which it becomes aware, and:litigation shall be borne by Celator. (ac) InNexus If Celator fails to take action regarding a Third Party Infringement within a reasonable time after becoming aware of the Third Party Infringement, then BCCA shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, bring an appropriate infringement action against the alleged infringer and Celator shall cooperate with BCCA in any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days litigation. In this case, the costs of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph litigation shall be entitled to separate representation shared equally by the parties, provided that any amounts paid by Celator in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend litigation shall be free credited against the royalty amounts otherwise payable to immediately bring suit in its nameBCCA under Section 6.1. (d) The party conducting the party which is not litigation in respect of a Third Party Infringement shall have full control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first broughtover its conduct; and provided that: (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 enter into any settlement with respect to such suit without the consent of the other party’s consent, and (i) in the event of any recovery of monetary damages from the third partywhich consent shall not be unreasonably withheld, whether such damages result from the infringement of InNexus Patents conditioned or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d)delayed; and and (ii) if no party shall have the amount recovered from obligation to consent to any settlement which imposes on such party any liability or obligation which can not be assumed and performed in full by the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesother party.

Infringement by Third Parties. Each (a) When information comes to the attention of either Cambridge or SJM to the effect that any of the Intellectual Property of Cambridge or SJM related to the Products has been infringed by a third party (the party whose Intellectual Property has been or is threatened to be infringed, being referred to as the “Infringed Party”), Cambridge or SJM, as the case may be, shall promptly notify the other party in writing within ten Business Days of any alleged such infringement or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus . The Infringed Party shall have the right, but not initial right (after consultation with the obligation, other party) to bringtake any action to eliminate or minimize the consequences of such infringement or otherwise enforce Infringed Party’s rights and the other party shall, at InNexus' expense and the Infringed Party’s expense, cooperate with the Infringed Party in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. The other party, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patentshowever, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding participate, but not as a party, at its own cost in any litigation legal action brought thereunder by Beglend, including the status Infringed Party to eliminate or minimize the consequences of any settlement activity; (c) notwithstanding anything herein to infringement of Intellectual Property of the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to Infringed Party. If the Infringed Party determines that Product, would have the effect of restricting the price, marketability it is necessary or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide desirable for the other party with a copy to join any such suit, action or proceeding, the other party shall, at Infringed Party’s expense, execute all documents and perform such other acts as may be reasonably required. If Infringed Party initiates suit hereunder it shall have the exclusive right to employ counsel of its own selection and to direct and control the litigation or any settlement thereof and shall be entitled to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys’ fees, necessarily involved in the prosecution of such Statutory Noticesuit, and any funds that shall remain from said recovery shall be distributed to Infringed Party and the other party in proportion to the loss incurred by each of Infringed Party and the other party. (b) In the event that the Intellectual Property of the Infringed Party has been infringed by a third party, such third party is selling a commercial product in the marketplace that is materially affecting the other party’s ability to sell the Products, and the Infringed Party takes no action to stop the infringement of the Intellectual Property of Infringed Party within 90 days of receipt of notice from the other party requesting Infringed Party to take such action, then, at the Infringed Party’s sole election, the other party shall have the right either (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest commence an action against the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitinfringer, at its expense, within own expense and in its own name and shall have the right to join Infringed Party as a forty-five (45) day period from the date of party plaintiff and Infringed Party shall join in any such Statutory Notice (action or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter periodto terminate this Agreement. Infringed Party shall execute all documents and take all other actions, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of at the other party’s expense, and (i) in the event of any recovery of monetary damages from the third partyincluding giving testimony, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall which may reasonably be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred required in connection with such litigationsuit, action or proceeding. In the event that the other party institutes an action under this Section 12(b), the other party shall have the exclusive right to employ counsel of its own selection and to direct and control the litigation or any settlement thereof (subject to the last sentence of this Section 12(b)), and shall be entitled to first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses, including reasonable attorneys’ fees, necessarily involved in the prosecution of such suit, and any funds that shall remain from said recovery shall be shared pro rata between InNexus distributed to Infringed Party and Beglend the other party in proportion to their respective expensesthe loss incurred by each of Infringed Party and the other party. If the other party desires to settle such claim or suit, it shall first give [****] A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Infringed Party written notice of the terms of the proposed settlement and the Infringed Party must approve such proposal before the other party will be entitled to settle such claim or suit.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus If any Patent within the Licensed Technology Controlled by CK is infringed by a Third Party in any country in connection with the manufacture, use and sale of a product substantially similar to a Licensed Product in such country, GSK shall have the primary right, but not the obligation to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and CK shall have the right, at its own expense, to be represented in that action by counsel of its own choice. If GSK fails to bring an action or proceeding within a period of [*] ([*]) days after a request by CK to do so, CK shall have the right to bring and control any such action by counsel of its own choice, and GSK shall have the right to be represented in any such action by counsel of its own choice at its own expense. (b) If any Patent within the Licensed Technology that is Controlled by GSK is infringed by the manufacture, sale or importation of a product substantially similar to a CK Product, CK shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in control any action or proceeding with respect to such infringement of such Patent, by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend GSK shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in that action by counsel of its sole control, such action; and the party not bringing own choice. If CK fails to bring an action under this paragraph or proceeding within a period of [*] ([*]) days after a request by GSK to do so, GSK shall have the right to bring and control any such action by counsel of its own choice, and CK shall have the right to be entitled to separate representation represented in any such matter action by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;. (bc) If one Party brings any such action or proceeding in accordance with respect to third party infringement of Joint Patentsthis Section 8.5.2, the parties second Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall confer be borne by such Party, and take any damages or other monetary awards recovered shall be shared as follows: The amount of such recovery actually received by the Party controlling such action shall first be applied to the out-of-pocket costs of such action, and allocate expenses and recoveries in such manner, as they may agree; and then shall be shared (a) in the absence event of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to an infringing product substantially similar to a Licensed Product, CK shall receive a percentage of such net recovery equal [*] that would have been payable to CK with respect to such Licensed Product under any applicable legislation which(without giving effort to Sections [*] or [*] above) (e.g., if applicable to that CK were entitled [*] for such Licensed Product, CK would have be entitled to receive [*] of the effect of restricting net recovery), and GSK shall be entitled to the price, marketability or the ability remainder of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislationnet recovery; and (iib) should in the event of an action with respect to an infringing product substantially similar to a CK Product, GSK shall receive a percentage of such thirty (30) day period (or shorter periodnet recovery equal to [*] that would be payable to GSK under this Agreement with respect to such CK Product, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend and CK shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice entitled to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) remainder of such litigation costs, it shall receive fifty percent (50%) net recovery. A settlement or consent judgment or other voluntary final disposition of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought suit under this Section 8.4 8.5.2(c) may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other party, and (i) in disposition does not admit the event invalidity or unenforceability of any recovery of monetary damages from Patent within the third partyLicensed Technology and provided further, whether that any rights * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. to continue the infringing activity in such damages result from the infringement of InNexus Patents settlement, consent judgment or Joint Patents, such recovery other disposition shall be allocated first limited to those rights that the reimbursement of any expenses incurred by granting Party otherwise has the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion right to their respective expensesgrant.

Infringement by Third Parties. Each party Ardea and Bayer shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and any Ardea Patent or Joint Patents, Patent of which it becomes they become aware, and:. (a) InNexus Bayer shall have the first right to bring and control any action or proceeding with respect to infringement of any Ardea Patent or Joint Patent where the infringing activity is competitive with a Product being developed or commercialized by or on behalf of Bayer hereunder (a “Competitive Activity”), at its own expense and by counsel of its own choice, and Ardea shall have the right, but not the obligationat its own expense, to bringbe represented in any such action by counsel of its own choice. If Bayer fails to bring any such action or proceeding within (a) [***] following the notice of alleged infringement, or (b) [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Ardea shall have the right to bring and control any such action, at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Bayer shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice choice. Ardea shall have the sole right to bring and at its own expensecontrol any action or proceeding with respect to infringement of any Ardea Patent with respect to non-Competitive Activity, but such party and the parties shall cooperate fully mutually agree on which of them will bring and control any action or proceeding with the party bringing such action;respect to infringement of any Joint Patent with respect to any non-Competitive Activity. (b) In the event a party brings an infringement action with respect to third party infringement of Joint Patentsa Competitive Activity in accordance with this Section 7.4, the parties other party shall confer and take cooperate fully, including, if required to bring such action, and allocate expenses and recoveries in such manner, the furnishing of a power of attorney or being named as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus party. Neither party shall have the right to settle any patent infringement litigation under this Section 7.4 without the prior written consent of such other party, which shall not be fully informed regarding unreasonably withheld. Except as otherwise agreed to by the parties, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Ardea and Bayer, shall be retained by the party that brought thereunder and controlled such litigation for purposes of this Agreement, except that any recovery realized by Beglend, including the status Bayer as a result of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice litigation with respect to a Product under any applicable legislation whichCompetitive Activity, if applicable to that Productafter reimbursement of both parties’ litigation expenses, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nametreated as Net Sales for purposes of this Agreement. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party 10.5.1 If either Party becomes aware that a Third Party is infringing any rights in any patent rights owned or controlled by BMS or any of its Affiliates covering the composition or use of a Product or any Trademark used in connection with a Product, such Party shall promptly notify give written notice to the other Party describing in writing detail the nature of such infringement. Subject to Section 10.5.2, BMS and its Affiliates shall have the sole right, but not the obligation, to enforce any such patent rights and Trademarks against such Third Party infringer and to settle or compromise any such possible infringement by taking such action as BMS or its Affiliates may determine in their sole and absolute discretion; PROVIDED, however, that BMS may not settle any such potential infringement in a manner that materially adversely affects the rights granted to DURA hereunder or the title, rights and interests in any patent rights, Trademarks or other intellectual property rights owned or controlled by BMS or any of its Affiliates relating to the composition or use of any alleged Product, or threatened infringement that would materially conflict with this Agreement, or that would require a payment by DURA to such Third Party, or that would require the grant of any right or license by BMS to any Third Party in conflict with the InNexus Patents and Joint Patentsrights granted to DURA hereunder, without the prior written consent of DURA. So long as such cooperation does not vitiate any legal privilege to which it becomes awareis entitled, and:DURA agrees to provide BMS all reasonable assistance (including, without limitation, making documents and records available for review and copying and making persons within its control available for pertinent testimony), at BMS' expense, in such enforcement. 10.5.2 In the event that BMS fails to institute an infringement suit or take other reasonable action in response to such infringement referred to in 10.5.1 within one hundred eighty (a180) InNexus days after notice of such infringement has been brought to its attention, DURA shall have the right, but not the obligation, to bringinstitute such suit or take other appropriate action in its own name to enforce such BMS patent rights (but not any BMS patents pertaining to the manufacture of a Product) against such Third Party and to settle or compromise any such possible infringement by taking such action as DURA or its Affiliates may determine in their sole and absolute discretion; PROVIDED, however, that DURA may not settle any such potential infringement in a manner that would materially adversely affect any title, rights and interests in any patents, Trademarks or other intellectual property rights owned or controlled by BMS or any of its Affiliates relating to the composition or use of any Product, or that would materially conflict with any terms of this Agreement, or that would require a payment by BMS to such Third Party, or that would require the grant of any right or license by BMS to any Third Party, without the prior written consent of BMS. So long as such cooperation does not vitiate any legal privilege to which it is entitled, BMS agrees to provide DURA all reasonable cooperation and assistance (including, without limitation, making documents and records available for review and copying and making persons within its control available for pertinent testimony), at InNexus' expense and DURA's expense, in its sole controlsuch enforcement. 10.5.3 Regardless of which Party brings an action to enforce a BMS Patent or a Trademark that is being infringed by a Third Party as provided in Section 10.5.1 or 10.5.2 above, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party Party not bringing an the action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to participate in such action at its own expense with its own counsel. Any damages or other recovery, whether by settlement or otherwise, from an action hereunder to enforce such BMS Patents or Trademarks shall be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein paid to the contraryParty controlling the conduct of the litigation. 10.5.4 Upon assignment by BMS of a Trademark to DURA in accordance with Section 2.2.2 hereof, should a party receive notice the Parties' rights and responsibilities under Section 10.5.1 and 10.5.2 shall be reversed, MUTATIS MUTANDIS, with respect to infringement of such Trademark by a Third Party following such assignment. 10.5.5 In the event that a Third Party files an ANDA for a Product under certifying that it does not infringe any applicable legislation which, if applicable patents owned or controlled by BMS relating to that such Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with Party receiving a copy of such Statutory Notice, ANDA shall promptly forward a copy of same to the other Party. The Parties shall meet and (i) InNexus shall have confer within thirty (30) days from date on which it receives or provides a copy following the filing of such Statutory Notice (ANDA for the purpose of determining what action should be taken with respect to such certification should both Parties conclude that such Third Party would violate Patent Rights owned or such lesser time as may be required under applicable legislation to respond to or contest controlled by BMS. As the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitNDA holder, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend BMS shall be free responsible for filing and coordinating any mutually agreed responses to immediately bring suit in its name. (d) the party which is not in control of FDA. DURA shall reimburse BMS for any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the reasonable costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred BMS in connection with such litigationfilings, and will reimburse BMS for any reasonable out-of-pocket costs incurred by BMS in any legal proceedings undertaken by BMS based on the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesParties mutually agreed upon course of action.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus If any Patent within the Licensed Technology Controlled by Array or Joint Patent is infringed by a Third Party in any country in connection with [***], Amgen shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in control any action or proceeding with respect to such infringement of such Patent, by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Array shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter separately represented by counsel of its own choice and at its own expense, (but such party shall cooperate fully with the party bringing Amgen will continue to control such action; ). If Amgen fails to bring an action or proceeding within a period of [***] days after a request by Array to do so (bor (i) with respect to third party infringement of Joint Patentsif later, the parties shall confer and take within such actiontime period after an action can viably be brought by Law (as, and allocate expenses and recoveries in such mannerfor example, as they may agree; and in the absence case of agreement expiration of a clinical trial exemption to patent infringement) or (ii) if earlier, [***] days before expiration of any time period within ninety (90) days of notification thereofwhich an action can viably be brought by Law), Beglend then, upon notice to Amgen, Array shall have the rightright to bring and control such action by counsel of its own choice, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Amgen shall have the right to be fully informed regarding separately represented in any litigation brought thereunder such action by Beglendcounsel of its own choice at its own expense; provided that, including Array will not commence or maintain an enforcement action under this Section 8.3.2 (x) with respect to Joint Patents, or (y) with respect to Array Patents in connection with the status manufacture, use or sale of any settlement activity;a glucokinase activator, a product substantially similar to a Product, or a product competitive to a Product in such country, in each case if Amgen informs Array in writing that Amgen reasonably believes such action would be reasonably likely to have a material adverse effect on the Licensed Technology. (b) If one Party or its Affiliate brings an action or proceeding in accordance with this Section 8.3.2, the second Party and its Affiliates agree to be joined as a party plaintiff if necessary to maintain the action, and to give the first Party or its Affiliate reasonable assistance and authority to file and prosecute the suit. Except as otherwise provided in Section 8.3.2(a) above with respect to a Party’s (or its Affiliate’s) separate representation (if any) using counsel of its own choice, the non-controlling Party (and its Affiliates) will cooperate with the controlling Party (and its Affiliates) at the controlling Party’s (or its Affiliate’s) request and the controlling Party will reimburse all reasonable, documented, out-of-pocket expenses incurred by the non-controlling Party and its Affiliates in connection therewith. (c) notwithstanding anything herein The amount of any recovery from the enforcement activities under this Section 8.3.2 actually received by the Party (and its Affiliates) controlling such action shall first be applied to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability out-of-pocket costs of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticeaction, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if Amgen is the non-controlling party elects that brings such action or proceeding, then Array shall be paid an amount equal to bear fifty percent (50%) the royalties that would have been due upon sales of the infringing product as if such infringing sales had been Net Sales of a Product sold by Amgen, and the remaining portion of such litigation costsrecovery shall be paid to Amgen, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if Array is the non-controlling party does not elect to share that brings such litigation costsaction or proceeding, it then the remaining portion of such recovery shall not participate in any damage award be retained by Array. Neither Party nor its Affiliates will enter into a settlement or settlement resulting from such action. (e) neither party shall settle consent judgment or other voluntary final disposition of a claim brought suit under this Section 8.4 8.3.2 without the consent of the other partyParty (which consent shall not be unreasonably conditioned, and (i) in withheld or delayed), unless such settlement, consent judgment or other disposition does not admit the event invalidity or unenforceability of any recovery of monetary damages from Patent within the third partyLicensed Technology and provided further, whether that any rights to continue the infringing activity in such damages result from the infringement of InNexus Patents settlement, consent judgment or Joint Patents, such recovery other disposition shall be allocated first limited to those rights that the reimbursement of any expenses incurred by granting Party (and its Affiliates) otherwise has the parties in the litigation under this section (including, for the purpose, right to grant to a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesThird Party.

Infringement by Third Parties. Each party Kureha and Ocera shall promptly notify the other in writing of any alleged or threatened infringement of any Kureha Patent of which they become aware. Both parties shall use their commercially reasonable efforts in cooperating with each other to terminate such infringement without litigation. Kureha shall have the InNexus Patents first right to bring and Joint control any action or proceeding with respect to infringement of any of the Kureha Patents, including, without limitation, any action or proceeding filed in connection with an abbreviated new drug application filed by a Third Party, in the Licensed Territory at its own expense and by counsel of which it becomes awareits own choice, and: (a) InNexus and Ocera shall have the right, but not the obligationat its own expense, to bringbe represented in any such action by counsel of its own choice. If Kureha fails to bring an action or proceeding within (a) 120 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ocera shall have the right to bring and control any such action at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Kureha shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensechoice. In the event that a party brings, but such or wishes to bring, an infringement action, the other party shall cooperate fully with the party bringing such action; (b) with respect including, if legally required to third party infringement of Joint Patents, the parties shall confer and take bring such action, joining as a party to such action or furnishing of a power of attorney); provided that the costs incurred by the other party for such cooperation (including reasonable attorney's fees) shall be borne by the party who wishes to bring such action. The party that brings and allocate expenses controls such action or proceeding shall keep the other parties updated regarding the status and recoveries in costs of such manneraction or proceeding. In no event shall either party admit the invalidity of, as they may agree; or after exercising its right to bring and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, control an action against under this Section 7.3, fail to defend the validity of, any person or entity infringing a Joint Kureha Patent directly or contributorily and InNexus without the other party’s prior written consent. Neither party shall have the right to be fully informed regarding settle any patent infringement litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 7.3 relating to any Kureha Patent without the prior written consent of the other party, and which shall not be unreasonably withheld. Except as otherwise agreed by the parties as part of a cost-sharing arrangement, any recovery obtained by either party in connection with or as a result of any action contemplated by Sections 7.3, whether by settlement or otherwise, shall be shared in order as follows: (i) in the event party that initiated and prosecuted the action shall recoup all of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any its costs and expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with the action; (ii) the other party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; (iii) any remaining amounts after such litigation, reimbursement of the recovery parties’ costs and expenses that are attributable to lost sales or lost profits with respect to Products shall be shared pro rata between InNexus treated as Net Sales of Products for purposes of this Agreement; and Beglend in proportion (iv) any other remaining amounts after such reimbursement of the parties’ costs and expenses shall belong to their respective expensesthe party that brought and controlled such action.

Infringement by Third Parties. Each party 8.1 If either CNS or WPD becomes aware of any infringement or potential infringement of the Patent Rights, each shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitin writing. WPD, at its expense, shall have the first right to enforce any Patent Rights in the Sublicensed Territory exclusively licensed hereunder against infringement by Third Parties within the Sublicensed Field. With respect to infringement of the Patent Rights within the Sublicensed Field and/or Sublicensed Territory, if WPD does not file suit against a forty-five substantial infringer or take alternative action reasonably acceptable to CNS to end such infringement in the Sublicensed Field and/or Sublicensed Territory, within three (453) day period months of its actual knowledge thereof, then, provided that such infringement is still on going, CNS may, at its sole discretion, enforce the Patent Rights against such infringement in the Sublicensed Territory and/or Sublicensed Field. The enforcing party shall be solely entitled to retain any and all recovery. Recoveries from any such enforcement in the date of such Statutory Notice (or such lesser time as may Sublicensed Territory and/or Sublicensed Field shall be required under applicable legislation; solely distributed to the enforcing party. 8.2 As between the Parties, CNS shall have the sole and (ii) should such thirty (30) day period (or shorter periodexclusive right, where required under applicable legislation) expire without InNexus bringing at its sole discretion, to enforce any Patent Rights against infringement by Third Parties outside the Sublicensed Territory and/or Sublicensed Field. 8.3 In any suit or providing such notice dispute involving an infringer, the Parties agree to cooperate fully with each other. At the request and expense of its intention the enforcing party, the other Party will permit access during regular business hours, to proceedall reasonably relevant personnel, then Beglend shall be free to immediately bring suit records, papers, information, samples, specimens, and the like in its namepossession. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party If any patent included in the Licensed Patent Rights or Joint Patent Rights is infringed by a Third Party in connection with the manufacture, import, use, sale or offer for sale of a product competitive with the Licensed Products ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing writing. The notice shall set forth the facts of any alleged or threatened such infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus in reasonable detail. MDC shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense and in its sole controlprosecute or control any action or proceeding with respect to such infringement of a Licensed Patent Right or Joint Patent Right), an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus choice. Affymax shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of participate in such product action and to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy represented by counsel of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives its own choice. If MDC fails to bring an action or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, proceeding within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after having received written notice of that infringement, then Affymax, itself or together with Glaxo, shall have the right to bring and control any such action is first brought; by counsel of its own choice, and (i) if MDC shall have the non-controlling party elects right to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in such action and be represented by counsel of its own choice. If a Party brings any damage award such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Party bringing such action reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Article (including the internal costs and expenses specifically attributable [*]=Confidential treatment requested to said suit) shall be [*]. Any remaining damages shall be [*] for the purpose of [*]. No settlement resulting from such action. (e) neither party shall settle or consent judgment or other voluntary final disposition of a claim brought suit under this Section 8.4 7.4 may be entered into without the joint consent of the other party, MDC and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesAffymax.

Infringement by Third Parties. Each party If any Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such activity by a Third Party with respect to [ * ] ("COMPETITIVE INFRINGEMENT"), such Party shall promptly notify the other in writing Party and shall provide such other Party with available evidence of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and:such Competitive Infringement. (a) InNexus [ * ] shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in control any action or proceeding with respect to Competitive Infringement of a Patent claiming [ * ], by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend [ * ] shall have the right, [ * ], to be represented in that action by counsel of its own choice. If [ * ] fails to bring an action or proceeding within a period of [ * ] after a request by [ * ] to do so, then, to the extent that such Competitive Infringement relates to [ * ], [ * ] shall have the right to bring and control any such action by counsel of its own choice, and [ * ] shall have the right to be represented in any such action by counsel of its own choice [ * ]. Notwithstanding the foregoing, in the event that a Competitive Infringement implicates a Patent that covers [ * ]. (b) [ * ] shall have the primary right, but not the obligation, to undertakeinstitute, prosecute, and control any action or proceeding with respect to Competitive Infringement of a Patent claiming [ * ], by counsel of its own choice, and [ * ] shall have the right, at Beglend's expense and its own expense, to be represented in that action by counsel of its sole control, such action; and the party not bringing own choice. If [ * ] fails to bring an action under this paragraph or proceeding within a period of [ * ] after a request by [ * ] to do so, [ * ] shall have the right to bring and control any such action by counsel of its own choice, and [ * ] shall have the right to be entitled to separate representation represented in any such matter action by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity;[ * ]. (c) notwithstanding anything herein If one Party brings any such action or proceeding in accordance with this Section 8.3.2, the second Party agrees to the contrary, should be joined as a party receive notice with respect plaintiff and to a Product give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to this Section 8.3.2 shall be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticeborne by [ * ], and (i) InNexus any damages or other monetary awards recovered shall have thirty (30) days from date on which it receives be shared [ * ]. A settlement or provides consent judgment or other voluntary final disposition of a copy of such Statutory Notice (or such lesser time as suit under this Section 8.3.2 may be required under applicable legislation to respond to or contest entered into without the application thereof to consent of the Product) to provide written notice to Beglend whether InNexus will bring Party not bringing the suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameprovided that [ * ]. (d) the party which is not in control of any action brought pursuant Subject to any of sections (aSections 8.3.2(a), (b) or and (c) ), with respect to Patents claiming [ * ], [ * ] may elect proceed in such manner as the law permits. [ * ] shall bear [ * ], and the amount of recovery actually received by [ * ] shall first be applied to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first broughtreimburse [ * ]; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of then any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery remaining proceeds shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses[ * ].

Infringement by Third Parties. Each party BD and AeroGen shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint AeroGen Patents, BD Patents or Joint Patents relating to the manufacture, use or sale or the Product of which it becomes they become aware, and. The Parties shall then proceed as follows: (a) InNexus AeroGen, or its Marketing Partner, shall have the right, but not the obligation, to bring, at InNexus' expense and control the prosecution of any infringement described in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety this Section 10.4 with respect to the AeroGen Patents. (90b) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend BD shall have the right, but not the obligation, to undertake, at Beglend's expense and control the prosecution of any infringement described in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) Section 10.4 with respect to third party infringement of Joint the BD Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety . (90c) days of notification thereof, Beglend AeroGen shall have the right, but not the obligation, to bringcontrol the prosecution of any infringement described in this Section 10.4 with respect to Joint Patents, either itself or through its Marketing Partner. In the event AeroGen decides not to control such prosecution, either itself or through its Marketing Partner, BD then shall have the right, but not the obligation, to control such prosecution. AeroGen may assign its rights under this subsection (c) to a Marketing Partner with BD's prior written consent, which consent shall not be unreasonably withheld or delayed. (d) Each Party shall cooperate fully in any action brought under this Section 10.4 by the other Party, including, if required to bring such action, naming the other Party only if a court of competent jurisdiction determines that the other Party is a necessary party to such suit, in which event the Party shall hold the other Party free, clear and harmless from any and all liability of such litigation, including costs, expenses and attorneys' fees. In addition, each Party at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus all times shall have the right to be fully informed regarding any litigation brought thereunder represented separately in such action by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice counsel of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameown choice. [*]. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party (a) If any Third Party is reasonably believed to infringe any ANIKA Patent covering a Licensed Product in connection with the manufacture, use, sale, offer for sale promotion, distribution or importation of a Licensed Product in any country, the Party first having knowledge of such potential infringement shall promptly notify the other in writing writing. The notice shall set forth the known facts of any alleged or threatened that infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and:in reasonable detail. (ab) InNexus ANIKA shall have the right, but not the obligation, to bringinstitute, prosecute, and control any action or proceeding with respect to infringement of any ANIKA Patent in any country by counsel of its own choice and at InNexus' expense and its own expense; provided, however, that ANIKA shall reasonably pursue any Third-Party infringement that occurs in its sole control, a country listed in Exhibit D that materially interferes with GALDERMA’s ability to sell the Licensed Products in such country. If ANIKA fails to bring an appropriate action against any person or entity infringing proceeding with respect to a InNexus Patent directly or contributorily; and if InNexus does not bring such action Third-Party infringement that occurs in a country listed in Exhibit D within ninety (90) days of notification thereof after a written request by GALDERMA to do so (or, after bringing such an action or such shorter period of time as may be required pursuant proceeding, fails to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglenddiligently prosecute the same), Beglend GALDERMA shall have the right, but not the obligation, to undertake, bring and control any such action by counsel of its own choice and at Beglend's expense and its own expense. In the event any monetary recovery in its sole controlconnection with an infringement action is obtained, such recovery shall be applied in the following priority: first, to reimburse ANIKA and GALDERMA, as applicable, by the proportion and up to the extent of their out-of-pocket expenses (including reasonable attorneys’ fees and expenses) in prosecuting such infringement; second, 10% of the balance, if any, shall be paid to the Party prosecuting such enforcement action; and third, the party remaining balance, if any, to be shared one-half by ANIKA and one-half by GALDERMA. (c) If any such Third-Party infringement materially interferes with GALDERMA’s ability to sell the Licensed Product in a jurisdiction for a period of more than ninety (90) days, then GALDERMA shall have the right to elect either (i) to be relieved of its obligations under Section 12.1(j) of this Agreement and Article V of the Supply Agreement solely for such jurisdiction or (ii) to terminate all of GALDERMA’s rights and obligations under this Agreement and the Supply Agreement with respect to such jurisdiction so that thereafter the definition of Territory shall not include such jurisdiction for all purposes under this Agreement and the Supply Agreement. If such interference has a material adverse effect on aggregate Net Sales of the Licensed Products in the Sales Territory (taken as a whole), GALDERMA shall have the further right to terminate all of its rights and obligations under this Agreement and the Supply Agreement with respect to such Sales Territory so that thereafter the definition of Territory shall not include such Sales Territory for all purposes under this Agreement and the Supply Agreement. The Parties agree that the remedies provided under this Section 8.4(c) are GALDERMA’s sole and exclusive remedies for ANIKA’s failure to bring an action or proceeding pursuant to Section 8.4(b) after a written request by GALDERMA to do so. (d) In the event that ANIKA elects not to exercise its rights set forth in the first sentence of Section 8.4(b) (or, after bringing an action under this paragraph or proceeding, fails to diligently prosecute the same), GALDERMA shall be entitled have the right, but not the obligation, to separate representation in such matter institute, prosecute, and control any action or proceeding with respect to any infringement of the ANIKA Patents, by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.country not listed on Exhibit D.

Infringement by Third Parties. Each party shall promptly notify inform the other in writing party of any alleged infringement or threatened suspected infringement of the InNexus Patents and Joint Patents, or infringement (including any misappropriation) of the Technology of which it such party becomes aware, and: aware within ten (a10) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against business days after such party becomes aware of any person such infringement or entity infringing suspected infringement. For a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives after receipt by ACCUMED of, or provides a copy ACCUMED's sending of, such notice of infringement, ACCUMED will have the exclusive right to commence an action and otherwise assert rights in the Patents and the Technology against any such infringers or suspected infringers and pertain all proceeds of such Statutory Notice action or proceeding brought by it and will have the right at its, sole discretion to make any settlement or compromise with the third-party infringer. If ACCUMED shall elect to prosecute any such infringer, LICENSEE shall take such steps as are reasonably requested by ACCUMED to enable it to protect its rights under the Patents and under the Technology against any such infringement or suspected infringement. If (i) ACCUMED fails to commence an action or otherwise assert its rights in the Patents and the Technology against any such lesser time as may be required under applicable legislation to respond to infringers or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, suspected infringers within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if LICENSEE provides ACCUMED with the amount recovered from the third party is less than the aggregate expenses opinion of patent counsel mutually acceptable to the parties incurred stating that there is a likelihood of infringement or misappropriation by such suspected infringers (an "Infringement Opinion"), then LICENSEE may bring an action or proceeding (including any alternative dispute resolution process) to enjoin the infringement, to recover damages for it, or both and ACCUMED grants LICENSEE the right to use ACCUMED's name in connection therewith and will have the right at LICENSEE's sole discretion to make any settlement or compromise with the third-party infringer, in accordance with and subject to the provisions set forth below. If an Infringement Opinion is delivered to ACCUMED and, accordingly, LICENSEE is permitted to bring such litigationaction, then LICENSEE may elect to deduct a percentage of its out-of-pocket costs and expenses (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the recovery "Fee Percentage") and shall notify ACCUMED of such election and the applicable Fee Percentage when the Infringement Opinion is delivered by LICENSEE to ACCUMED. LICENSEE shall be permitted to deduct from future Guaranteed License Issue Fees, Minimum Guaranteed Payments, and Required Royalties, as they become due under this Agreement, that portion of its out-of-pocket expenses in an amount equal to the Fee Percentage thereof. All proceeds of such action or proceeding brought by LICENSEE (if any) shall be shared between ACCUMED and LICENSEE pro rata between InNexus in accordance with the Fee Percentage (i.e. ACCUMED shall receive the Fee Percentage of such proceeds and Beglend in proportion LICENSEE shall receive the remainder). If LICENSEE shall be permitted to their respective expensesbring an action pursuant to this Section, ACCUMED shall take such steps as are reasonably requested by LICENSEE to enable it to protect its licensee rights under the Patents and under the Technology against any such infringement or suspected infringement.

Infringement by Third Parties. Each (a) If, at any time on or after the Effective Date, either party shall promptly notify the other in writing become aware of any alleged infringement or threatened infringement of the InNexus Noven Patents and Joint Patentsor any unfair competition, of which it becomes awareinappropriate or unauthorized use, and: (a) InNexus shall have disparagement or other tortious act by any third party in relation to the rightLicensed Product, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and then the party not bringing an action under this paragraph having such knowledge shall be entitled give prompt notice thereof to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;other party. (b) Subject to Section 9.02, Endo shall have the right *** using counsel reasonably acceptable to Noven, to take such action as it deems appropriate to enforce the Noven Patents in the Territory against any Competing Product that may be infringing the Noven Patents, including EXECUTION COPY initiating an appropriate Proceeding or threatening to initiate an appropriate Proceeding to prevent or eliminate the infringement of such Noven Patents with respect regard to any Competing Product, or the unfair competition, inappropriate or unauthorized use, disparagement or other tortious act by any third party infringement of Joint Patents, in relation to the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and Licensed Product in the absence Territory. Subject to Section 9.01(c) below, Noven agrees to cooperate with Endo, ***, if and to the extent reasonably requested by Endo, including joining as a party to such Proceeding, if necessary to maintain standing. (d) Endo shall not enter into any settlement, agreement, consent judgment or other voluntary final disposition of agreement a Proceeding or threatened Proceeding under this Section 9.01, in whole or in part, without the prior written consent of Noven, which shall not be unreasonably withheld. (e) All amounts awarded as damages, profits or otherwise in connection with any action specified in Section 9.01(b) taken by Endo shall be ***. (f) If Endo elects not to take any action of the nature specified in Section 9.01(b) within ninety sixty (9060) days of notification thereofbecoming aware or receiving notice under Section 9.01 (a) of any infringement, Beglend threatened infringement, unfair competition, disparagement or other tortious act identified in Section 9.01(a), Endo shall have the rightgive Noven notice of such decision, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Noven thereafter shall have the right to be fully informed regarding take any litigation brought thereunder action of the nature specified in Section 9.01(g). In such event, all amounts awarded as damages, profits or otherwise in connection with any action taken by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend Noven shall be free to immediately bring suit in its name***. (dg) Except for the party which is not in control of any action brought rights specifically granted to Endo pursuant to any of sections (a)Section 9.01(b) above, (b) or (c) may elect Noven shall have the sole and exclusive right to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; protect and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate enforce its Intellectual Property Rights in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other partyProceeding. All associated fees, costs and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery expenses shall be allocated first to the reimbursement of any expenses incurred borne by the parties in the litigation under this section (includingNoven and all amounts awarded as damages, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred profits or otherwise in connection with such litigation, the recovery any action specified in this Section 9.01(g) taken by Noven shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesthe sole property of Noven.

Infringement by Third Parties. Each party (a) BI and Vion shall promptly notify the each other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, Trademarks or the BI or Vion Technology of which it becomes they become aware. Both parties shall cooperate with each other in the defense or prosecution of infringement matters, and:including if required to bring such action, the furnishing of a power of attorney. (ab) InNexus Vion shall have the first right to bring and control any action or proceeding with respect to any alleged or threatened infringement of the Vion Trademarks or the Vion Technology at its own expense and by counsel of its own choice, and BI shall have the right, but not the obligationat its own expense, to bringbe represented in any such action by counsel of its own choice. BI shall have the first right to bring and control any action or proceeding with respect to any alleged or threatened infringement of the BI Trademarks or BI Technology at its own expense and by counsel of its own choice, and Vion shall have the right, at InNexus' expense and its own expense, to be represented in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action by counsel of its own choice. (c) If either party with the first right as provided herein fails to bring an action or proceeding within (i) ninety (90) days following the notice of notification thereof alleged infringement or (or ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such shorter period actions, whichever comes first, the other party shall have the right to bring and control any such action at its own expense and by counsel of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglendown choice, Beglend and the party with the first right shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensechoice; provided, but such party however, that Vion shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding bring or control any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice such action with respect to the alleged infringement of a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameBI Trademark. (d) In the event that the party which is not with the second right elects to bring an action as provided in control of any action brought pursuant to any of sections (aSection 6.2(c), such party shall be entitled to: (bi) reimbursement of fifty percent (50%) of its costs and expenses, or (cii) may elect offset fifty percent (50%) of its costs and expenses against Royalties due hereunder (in the event that BI brings such action), but in no event shall the Royalty to contribute Vion be reduced by more than fifty percent (50%) of the costs of litigation against such third amount due in any given calendar quarter; provided, however, that in the event that the party infringer, by providing written notice to with the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party second right elects to bear fifty percent (50%bring an action as provided in Section 6.2(c) of such litigation costs, it shall receive fifty percent (50%) with respect to any alleged or threatened infringement of any damage award or settlement resulting from of the Trademarks, such action; (ii) if the non-controlling party does not elect shall be entitled to share such litigation costs, it shall not participate in any damage award or settlement resulting from such actionreimbursement of all of its costs and expenses. (e) neither Neither party shall have the right to settle a claim brought any infringement litigation under this Section 8.4 6.2 in a manner that diminishes the rights or interests of the other party without the consent of the such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, and (i) in the event of any recovery realized as a result of monetary damages from the third partysuch litigation, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the after reimbursement of any litigation expenses incurred by the parties in the litigation under this section of BI and Vion (including, for any offset Royalties) shall belong to the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if party who brought the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesaction.

Infringement by Third Parties. Each party FHI and CVT shall each promptly notify the other in writing if it learns of any actual, alleged or threatened infringement of the InNexus Licensed Patents by a Third Party. FHI shall have the first right, but not the obligation, at its own expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Licensed Patents by a Third Party, including the defense and Joint Patentssettlement thereof (subject to Section 9.5 below), to the extent such infringement relates to a Licensed Compound or a Licensed Product in the Territory. If FHI does not initiate an infringement action or otherwise ▇▇▇▇▇ any such actual, alleged or threatened Third Party infringement of which it becomes awarethe Licensed Patents within ninety (90) days of the later of (i) receiving notification from CVT under this Section 9.4 of such infringement, and: (aii) InNexus sending notice to CVT under this Section 9.4 of such infringement, or (iii) a written request from CVT to take action with respect to such infringement, or if such infringement is outside the scope of FHI's first right to take action as provided above, then CVT shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but to bring suit (or take other appropriate legal action) against any such party shall cooperate fully with the party bringing such action; (b) with respect to third party actual, alleged or threatened infringement of Joint Patentsthe Licensed Patents by a Third Party, including the defense and settlement thereof (subject to Section 9.5 below). In the event either Party brings an infringement action in accordance with this Section 9.4, the parties other Party shall confer provide reasonable assistance and take authority to file and bring the action, including, if required to bring such action, and allocate expenses and recoveries in such mannerbeing joined as a party plaintiff; provided, as they may agree; and in the absence of agreement within ninety (90) days of notification thereofhowever, Beglend that neither Party shall have the be required to transfer any right, but not title or interest in or to any of its property to the obligationother Party or a Third Party to confer standing on a Party hereunder. In addition, to bringif either Party brings an infringement action hereunder, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus the other Party shall have the right to be fully informed regarding any litigation brought thereunder represented separately in such action by Beglend, including the status counsel of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitits own choice, at its own expense, within . Any recovery realized as a forty-five (45) day period from the date result of such Statutory Notice (suit, claim or action or related settlement shall first be applied pro rata to reimburse the Parties' costs and expenses in connection with such lesser time as may be required under applicable legislation; suit, claim or action, and (ii) should such thirty (30) day period (any remaining amounts shall belong to the Party bringing the suit, action or shorter periodclaim, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) each Party if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such actionsuit is brought jointly. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus If any Array Patent or Collaboration Patent is infringed by a Third Party in any country in connection with the manufacture, use and sale of a product substantially similar to a Licensed Product in such country, Celgene shall have the primary right, but not the obligation to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and Array shall have the right, but not the obligationat its own expense, to bring, at InNexus' expense and be represented in that action by counsel of its sole control, own choice. If Celgene fails to bring an appropriate action against any person or entity infringing proceeding or sublicense such Third Party (if permitted under this Agreement) within a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety period of one hundred twenty (90120) days of notification thereof (or such shorter period of time as may be required pursuant after a written request by Array to any applicable legislation necessary enforce the Patent rights licensed to preserve its rights in within a particular jurisdiction) to or by BeglendCelgene hereunder, Beglend Array shall have the rightright to bring and control any such action by counsel of its own choice, but not and Celgene shall have the obligation, right to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;. (b) If one Party brings any such action or proceeding in accordance with respect to third party infringement of Joint Patentsthis Section 9.6.2, the parties second Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall confer and take be borne by such actionParty, and allocate expenses and recoveries in such manner, any damages or other monetary awards recovered -34- shall be shared as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticefollows: [ * ], and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if Celgene is the non-controlling party elects to bear fifty percent (50%) of Party that brings such litigation costsaction or proceeding, it shall receive fifty percent (50%) of any damage award then [ * ], or settlement resulting from such action; (ii) if Array is the non-controlling party does not elect to share Party that brings such litigation costsaction or proceeding, it shall not participate in any damage award then [ * ]. A settlement or settlement resulting from such action. (e) neither party shall settle consent judgment or other voluntary final disposition of a claim brought suit under this Section 8.4 9.6.2 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other party, and (i) in disposition does not admit the event invalidity or unenforceability of any recovery of monetary damages from Array Patent or any Collaboration Patent Controlled by Array if entered by Celgene and provided further, that any rights to continue the third partyinfringing activity in such settlement, whether such damages result from the infringement of InNexus Patents consent judgment or Joint Patents, such recovery other disposition shall be allocated first limited to those rights that the reimbursement of any expenses incurred by granting Party otherwise has the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion right to their respective expensesgrant.

Infringement by Third Parties. Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus If any Array Patent or Collaboration Patent is infringed by a Third Party in any country in connection with the manufacture, use and sale of a product substantially similar to a Licensed Product in such country, Celgene shall have the primary right, but not the obligation to institute, prosecute, and control any action or proceeding with respect to such infringement of such Patent, by counsel of its own choice, and Array shall have the right, but not the obligationat its own expense, to bring, at InNexus' expense and be represented in that action by counsel of its sole control, own choice. If Celgene fails to bring an appropriate action against any person or entity infringing proceeding or sublicense such Third Party (if permitted under this Agreement) within a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety period of one hundred twenty (90120) days of notification thereof (or such shorter period of time as may be required pursuant after a written request by Array to any applicable legislation necessary enforce the Patent rights licensed to preserve its rights in within a particular jurisdiction) to or by BeglendCelgene hereunder, Beglend Array shall have the rightright to bring and control any such action by counsel of its own choice, but not and Celgene shall have the obligation, right to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action;. (b) If one Party brings any such action or proceeding in accordance with respect to third party infringement of Joint Patentsthis Section 9.6.2, the parties second Party agrees to be joined as a party plaintiff and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section shall confer and take be borne by such actionParty, and allocate expenses and recoveries in such manner, any damages or other monetary awards recovered shall be shared as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticefollows: [ * ], and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if Celgene is the non-controlling party elects to bear fifty percent (50%) of Party that brings such litigation costsaction or proceeding, it shall receive fifty percent (50%) of any damage award then [ * ], or settlement resulting from such action; (ii) if Array is the non-controlling party does not elect to share Party that brings such litigation costsaction or proceeding, it shall not participate in any damage award then [ * ]. A settlement or settlement resulting from such action. (e) neither party shall settle consent judgment or other voluntary final disposition of a claim brought suit under this Section 8.4 9.6.2 may be entered into without the consent of the Party not bringing the suit; provided that such settlement, consent judgment or other party, and (i) in disposition does not admit the event invalidity or unenforceability of any recovery of monetary damages from Array Patent or any Collaboration Patent Controlled by Array if entered by Celgene and provided further, that any rights to continue the third partyinfringing activity in such settlement, whether such damages result from the infringement of InNexus Patents consent judgment or Joint Patents, such recovery other disposition shall be allocated first limited to those rights that the reimbursement of any expenses incurred by granting Party otherwise has the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion right to their respective expensesgrant.

Infringement by Third Parties. Each party 5.2.1 Beam shall promptly notify the other in writing Editas of any alleged knowledge it acquires of any actual or threatened potential infringement of the InNexus Subject Patents and Joint Patentsby a Third Party. Editas shall promptly notify Beam of any knowledge it acquires of any actual or potential infringement of the Licensed Patents by a Competitive Product of a Third Party. 5.2.2 If any Licensed Patent labelled as a “Harvard/Liu” Patent on Exhibit B is infringed by the manufacture, use, offer for sale, sale or importation of which it becomes awarea Competitive Product by a Third Party in any country in the Territory, and: (a) InNexus then Beam shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in its sole controlcontrol any action or proceeding with respect to such infringement of such patent (an “Infringement Action”), an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expensechoice, but such party shall cooperate fully with the party bringing provided that prior to initiating any such action; , Beam shall notify Editas and shall provide evidence to Editas that there is a good faith basis for such action and provided further, that (a) to the extent the Infringement Action implicates an Institutional Patent, Beam’s rights under this Section 5.2.2 shall be at all times subject to the applicable Institutional In-License with respect to an Infringement Action and (b) Beam shall fully cooperate with Editas’s reasonable requests for information or other assistance to enable Editas to comply with its obligations under the applicable Institutional In-License with respect to third party such Infringement Action. 5.2.3 If any Licensed Patent other than a “Harvard/Liu” Patent that is licensed by Editas under an Institutional In-License is infringed by the manufacture, use, offer for sale, sale or importation of a Competitive Product by a Third Party in any country in the Territory, then Editas shall consider in good faith, but shall not be required to grant, any reasonable request by Beam to enforce such Licensed Patent. 5.2.4 If any Editas-Owned Patent is infringed by the manufacture, use, offer for sale, sale or importation of a Competitive Product by a Third Party in any country in the Territory, then any enforcement of such License Patent shall be subject to Editas’s approval, which Editas may withhold in its sole and absolute discretion. 5.2.5 Notwithstanding anything to the contrary contained herein with respect to any Infringement Action, if Beam owns one or more Patents that cover the Competitive Product (“Other IP”), Beam shall not initiate action under a Licensed Patent unless it (x) also asserts all or a portion of such Other IP or (y) obtains written consent from Editas (which consent, in the case of Institutional Patents, shall be predicated on the consent of the applicable Institution if so required by the applicable Institutional In-License). Beam shall use the same degree of diligence in prosecuting such Infringement Action as it uses or would use in prosecuting infringement of Joint its own Patents. 5.2.6 If in any such Infringement Action brought by Beam as permitted by this Section 5.2, Editas is required to join for standing purposes or in order for Beam to commence or continue any such Infringement Action, then Editas shall join such Infringement Action, at Beam’s expense, and shall be represented in such Infringement Action by counsel of Editas’s choice. To the extent Editas has the right under the applicable Institutional In-License, Editas shall cause the applicable Institution to join any such Infringement Action brought by Beam as permitted by this Section 5.2, where required for standing purposes. The exercise by Beam of the right to bring an Infringement Action shall be subject to and consistent with the terms of all applicable Institutional In-Licenses; provided that, if, under the terms of an applicable Institutional In-License, Editas has an applicable enforcement right as to an Infringement Action that Beam would be permitted to bring by this Section 5.2 that Editas cannot delegate to Beam, then, at Beam’s request and expense, Editas shall exercise such rights in such Infringement Action as directed by Beam. If Beam does not take action in the prosecution, prevention, or termination of any infringement that Beam is permitted to bring pursuant to this Section 5.2, and has not commenced negotiations with the suspected infringer for the discontinuance of said infringement, within [**] days after receipt of notice of the existence of an infringement (or in cases where there is a relevant statutory period during which an Infringement Action must be commenced that would expire prior to the expiration of such [**]-day period and of which Editas has notified Beam promptly after it becomes aware, [**] days prior to the expiration of such relevant statutory period), Editas and Beam shall meet and discuss Beam’s reasons for not initiating a lawsuit or otherwise making or prosecuting an Infringement Action. If after having given due consideration to Beam’s reasons for not bringing such Infringement Action, Editas (or an Institution) desires to initiate a lawsuit or otherwise make or prosecute a claim of infringement with respect to the Competitive Product, Editas shall so notify Beam and Editas (or an Institution) may thereafter institute, prosecute, and control such action. If in any such Infringement Action Beam is required to join for standing purposes or in order for Editas (or an Institution) to commence or continue any such Infringement Action, then Beam shall join such Infringement Action, at Editas’s (or Institution’s), as applicable) expense, and shall be represented in such Infringement Action by counsel of Beam’s choice. 5.2.7 Subject to this Section 5.2.7, the parties Party prosecuting the Infringement Action shall confer bear all costs and take expenses, including attorneys’ fees, related to such actionInfringement Action except for those costs and expenses incurred by the non-prosecuting Party or other Person other than at the prosecuting Party’s request, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not sole and exclusive right to elect counsel for such Infringement Action initiated by it pursuant to Section 5.2.2; provided that such counsel is reasonably acceptable to the obligation, to bring, at Beglend's expense and in its sole control, other Party. The other Party (and/or an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Institution) shall have the right to participate in and be fully informed regarding represented by counsel of its own selection and at its own expense in any litigation brought thereunder suit instituted under Section 5.2.2 by Beglendthe other Party for infringement. Each Party agrees to reasonably cooperate (at the prosecuting Party’s request and expense) in any action under Section 5.2.2 that is prosecuted by the other Party, including executing legal papers and cooperating in the status prosecution as may be reasonably requested by the prosecuting Party. 5.2.8 Unless otherwise agreed by the Parties in writing, the amount of any settlement activity; (c) notwithstanding anything herein recovery from a proceeding brought under Section 5.2.2 shall first be applied to the contrary, should a party receive notice with respect to a Product under any applicable legislation whichout-of-pocket costs of such action incurred by the Party, if any, prosecuting the applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice")action, then such party shall immediately provide to the out-of-pocket costs, if any, of the other party Party and the Institutions reasonably incurred at the prosecuting Party’s request in accordance with a copy of such Statutory Noticethis Section 5.2, and (ia) InNexus shall have thirty (30) days from date on which it receives if the prosecuting Party is Beam, its Affiliates or provides a copy of such Statutory Notice its sublicensees (or such lesser time Editas as may be required under applicable legislation directed by Beam pursuant to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitSection 5.2.2), at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend any remaining recovery amount shall be free to immediately bring suit treated as Net Sales of the Licensed Product affected by the infringing Competitive Product and Beam shall pay royalties thereon in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), accordance with Section 4.7 or (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling prosecuting party elects to bear fifty percent (50%) of such litigation costsis Editas or an Institution, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any remaining recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery amount shall be allocated first to the reimbursement of any expenses incurred by Institution pursuant to the parties in the litigation under this section applicable Institutional In-License and then [**] percent (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii[**]%) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred remaining amount shall be allocated to Beam and [**] percent ([**]%) to Editas. If in connection with such litigationan Infringement Action brought under Section 5.2.2, an Institution is entitled under the applicable Institutional In-License to a portion of any recovery that is greater than the portion of the recovery payable, after costs, to Editas, the Parties will meet and agree in good faith on an alternative sharing of such recovery shall be shared pro rata between InNexus to that set forth in the immediately preceding sentence that takes into account the amounts payable to the applicable Institutions and Beglend results in proportion a consistent allocation of the amounts remaining to their respective expensesBeam and Editas after payment of such amounts to the applicable Institutions.

Infringement by Third Parties. Each party shall promptly If either CryoCath or Endocare becomes aware of an infringement of any Patents, it will notify the other party in writing to that effect. Any such notice shall include any evidence in the notifying party's possession to support an allegation of any alleged or threatened such infringement by such third party. Endocare shall have the right, but not the obligation, during a period of one hundred and twenty (120) days from the InNexus Patents date of said notice, to seek discontinuance of such infringement (including, without limitation, by bringing legal proceedings against the third party infringer) and Joint Patentsfailing this (i.e., the seeking of which it becomes awarediscontinuance in the time period), and: (a) InNexus CryoCath shall have the right, but not the obligation, to bringbring legal proceedings against the third party infringer for such infringement to the extent arising out of Cardiovascular Uses. 14.3.1. Each party shall bear all the expenses of any suit brought by it in accordance with Section 14.3. 14.3.2. If CryoCath elects to bring suit against the third party infringer in accordance with Section 14.3, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Endocare shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but to appear and otherwise join in any such party shall cooperate fully with action using counsel of Endocare's own choice and at Endocare's own expense. 14.3.3. Subject to Section 14.4, legal proceedings contemplated by Section 14.3 will be controlled by the party bringing the suit (the "SUING PARTY"), provided that (a) the other party (the "NON-SUING PARTY") will reasonably cooperate with the Suing Party in such action; proceedings (including, without limitation, by joining such suit as a necessary or indispensable party at the Suing Party's request), (b) the Suing Party will consult with respect the Non-Suing Party on all matters pertaining to third party infringement of Joint Patents, the parties shall confer and take such actionlitigation, and allocate expenses in particular, it will not settle the infringement without first discussing the terms of the settlement with the Non-Suing Party and recoveries in such mannertaking the Non-Suing Party comments duly into account, as they may agree; and in (c) the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus Non-Suing Party shall have the right to be fully informed regarding advised by independent counsel of its own choosing at its own expense. In any litigation brought thereunder by Beglendevent, including the status Non-Suing Party shall not (and shall have no right to) settle the litigation, or grant a license or sublicense of any settlement activity;Patents to the third party infringer, without the prior written consent of the Suing party. 14.3.4. Any damages and any award of costs obtained as a result of legal proceedings contemplated by Section 14.3 shall, unless expressed otherwise, be shared on the following basis: (ca) notwithstanding first, to reimburse each party for its documented out-of-pocket legal expenses relating to the proceedings; (b) and secondly, any remaining amounts shall be retained by the Suing Party. 14.3.5. Notwithstanding anything herein to the contrary, should the value of any damages and other recovery obtained by CryoCath (whether obtained as a result of court judgment or settlement) in legal proceedings contemplated by Section 14.3 in connection with any infringement of a Patent by a third party receive notice with respect (less CryoCath's documented out-of-pocket legal expenses relating to a Product under any applicable legislation which, if applicable to the legal action and/or settlement negotiations that Product, would have the effect of restricting the price, marketability or the ability of resulted in such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"damages and other recovery), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suitextent such damages or other recovery are calculated based on the defendant's product sales or on CryoCath's lost sales, at its expenselost revenues or lost profits, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free deemed Net Sales subject to immediately bring suit in its nameCryoCath's royalty obligations under Article 7. (d) the 14.3.6. CryoCath shall not accuse or notify any third party which is not in control of infringement of any action brought pursuant Patent, or authorize any Person to any of sections (a)perform such acts, (b) or (c) may elect without Endocare's prior written approval, unless and until CryoCath receives the right to contribute fifty percent (50%) of the costs of litigation bring legal proceedings against such third party infringer, by providing written notice infringer in accordance the terms of Section 14.3. 14.3.7. For purposes of clarification and notwithstanding anything in this Agreement to the controlling party within ninety (90) days after such contrary, CryoCath shall have no right to take legal action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of against any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesany infringement or potential infringement of any Patents not arising out of Cardiovascular Uses.

Infringement by Third Parties. Each party Schering and Millennium shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Millennium Patents and Joint or Schering Patents, of which it becomes they become aware. Schering, and: subject to any prior rights of Third Party licensee or licensors under agreements entered into pursuant to Section 8.7(a), shall have the first right, but not the obligation, to control the prosecution of any infringement described in this Section 9.4. If Schering does not initiate an infringement action within one hundred and twenty (a120) InNexus days of learning of the infringement, Millennium shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such an action, and Schering shall not hinder the prosecution of such action within ninety (90) days in any way. In the event either Party brings an infringement action in accordance with this Section 9.4, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of notification thereof (a power of attorney and the granting of any cross licenses under the Millennium Patents or such shorter period of time as may the Schering Patents; PROVIDED, that neither Party shall be required pursuant to grant any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) license with respect to third party infringement its Patents without its consent, such consent to be promptly considered and not unreasonably withheld. The costs of Joint Patentsany litigation commenced pursuant to this Section 9.4, the parties shall confer including attorneys' fees and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the rightexpenses, but not excluding any allocation for internal resources devoted to the obligationlitigation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have be borne solely by the Party assuming the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice reimbursed to the controlling party within ninety (90) days after other Party to the extent the other Party incurs such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) expense. Any recovery realized as a result of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first paid to Schering and, to the reimbursement of extent specifically attributable to lost sales, shall be deemed to be Net Sales after deducting any expenses incurred by the parties in Party assuming the litigation right to bring suit, including any expenses reimbursed to the other Party, and to the extent recovered by or on behalf of Millennium, shall be paid to Schering. No settlement or consent judgment or other voluntary final disposition of a suit under this section (includingSection 9.4 may be entered into without the joint consent of Millennium and Schering, for which shall be promptly considered and not unreasonably withheld. In countries other than the purposeUnited States, a such consent shall be considered PER SE reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses settlement does not impose an admission of the parties incurred in connection with such litigationguilt, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesfinancial obligation, injunction against or other restriction upon Millennium.

Infringement by Third Parties. Each party ArQule and Wyeth-Ayerst shall each promptly notify the other in writing of any alleged or threatened infringement by a third party of the InNexus Patents and any ArQule Patent Right, Wyeth-Ayerst Patent Right or Joint Patents, Patent Right of which it becomes they become aware, and: (a) InNexus shall have the right. ArQule may elect, but not the is under no obligation, to bring, at InNexus' expense and initiate legal action with respect to an ArQule Patent Right against such third party in its sole controldiscretion, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party Wyeth-Ayerst shall cooperate fully with the party bringing ArQule in any such action; (b) with respect to third party infringement of Joint Patentsaction at its own out-of-pocket expenses, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend further provided that Wyeth-Ayerst shall have the right, but not the obligation, right to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing join as a Joint Patent directly or contributorily and InNexus party. Wyeth-Ayerst shall have the right to be represented by legal counsel of its own choosing at its sole expense. If ArQule, within * months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than * percent (*%) of the sales of a product competing with a Royalty-Bearing Product and embraced by a Valid Claim of such ArQule Patent Rights licensed to Wyeth-Ayerst hereunder, upon written notice from Wyeth-Ayerst, ArQule, in its sole discretion shall either (i) initiate such action, or (ii) authorize Wyeth-Ayerst to commence such action. Wyeth-Ayerst may elect, but is under no obligation, to initiate legal action with respect to a Wyeth-Ayerst Patent Rights or Joint Patent Rights against such third party in its sole discretion, and ArQule shall cooperate fully informed regarding with Wyeth-Ayerst in any litigation brought thereunder such action at its own out-of-pocket expenses, further provided that ArQule shall have the right to join as a party. ArQule shall have the right to be represented by Beglendlegal counsel of its own choosing at its sole expense. If Wyeth-Ayerst, including within * months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the status loss of any settlement activity; a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than * percent (c*%) notwithstanding of the sales of a product competing with a Royalty-Bearing Product and embraced by a Valid Claim in that country of such Wyeth-Ayerst Patent Rights or Joint Patent Rights, upon written notice from ArQule, Wyeth-Ayerst, in its sole discretion, shall either (i) initiate such action, or (ii) authorize ArQule to commence such action. Notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability settlement of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party legal action by the initiating Party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without require the consent of the non-initiating Party, which consent shall not be unreasonably withheld. The Party whose Patent Rights allegedly are being infringed, if they initiate such action, shall not be required to bring or maintain more than one such suit at any time with respect to claims directed to any one method of manufacture or composition of matter. All monies recovered upon the final judgment or settlement of any such suit shall be shared, after reimbursement of expenses, by ArQule and Wyeth-Ayerst pro rata according to the respective percentages of costs borne by each Party in the suit pursuant to Section 7.4. Notwithstanding the foregoing, ArQule and Wyeth-Ayerst shall fully cooperate with each other partyin the planning and execution of any action to enforce the Patent Rights, and (i) shall join suit if required by law to do so in the event of any recovery of monetary damages from the third party, whether order to bring such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesaction.

Infringement by Third Parties. Each party (a) BI and Vion shall promptly notify the each other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, Trademarks or the Licensed Technology of which it becomes they become aware. Both parties shall cooperate with each other in the defense or prosecution of infringement matters, and:including if required to bring such action, the furnishing of a power of attorney. (ab) InNexus Vion shall have the first right to bring and control any action or proceeding with respect to any alleged or threatened infringement of the Vion Trademarks, the Joint Technology or the Vion Technology at its own expense and by counsel of its own choice, and BI shall have the right, but not the obligationat its own expense, to bring, be represented in any such action by counsel of its own choice. BI shall have the first right to bring and control any action or proceeding with respect to any alleged or threatened infringement of the BI Trademarks or BI Technology at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend Vion shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice choice. (c) If either party with the first right as provided herein fails to bring an action or proceeding within (i) 90 days following the notice of alleged infringement or (ii) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, the other party shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the party with the first right shall have the right, at its own expense, but to be represented in any such party action by counsel of its own choice; provided, however, that Vion shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding bring or control any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice such action with respect to the alleged infringement of a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameBI Trademark. (d) In the event that the party which is not with the second right elects to bring an action as provided in control of any action brought pursuant to any of sections (aSection 8.3(c), such party shall be entitled to: (bi) reimbursement of fifty percent (50%) of its costs and expenses, or (cii) may elect offset fifty percent (50%) of its costs and expenses against Royalties due hereunder (in the event that BI brings such action), but in no event shall the Royalty to contribute Vion be reduced by more than fifty percent (50%) of the costs of litigation against such third amount due in any given calendar quarter; provided, however, that in the event that the party infringer, by providing written notice to with the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party second right elects to bear fifty percent (50%bring an action as provided in Section 8.3(c) of such litigation costs, it shall receive fifty percent (50%) of with respect to any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action.alleged (e) neither Neither party shall have the right to settle a claim brought any infringement litigation under this Section 8.4 8.3 in a manner that diminishes the rights or interests of the other party without the consent of the such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, and (i) in the event of any recovery realized as a result of monetary damages from the third partysuch litigation, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the after reimbursement of any litigation expenses incurred by the parties in the litigation under this section of BI and Vion (including, for any offset Royalties) shall belong to the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if party who brought the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesaction.

Infringement by Third Parties. Each party Proprius and ORGENTEC shall promptly notify the other in writing of any alleged or threatened infringement of any Patent Right in the InNexus Patents and Joint Patents, Field in the Territory of which it becomes they become aware, and: (a) InNexus . Proprius shall have the first right, but not the obligation, to bring, bring and control any action or proceeding with respect to infringement of any Patent Right in the Field in the Territory at InNexus' its own expense and in by counsel of its sole controlown choice, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend ORGENTEC shall have the right, but not the obligationat its own expense, to undertake, at Beglend's expense and be represented in its sole control, any such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice choice. If Proprius fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, ORGENTEC shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Proprius shall have the right, at its own expense, but to be represented in any such action by counsel of its own choice. In the event a party brings an infringement action in the Field in the Territory in accordance with this Section 5.4, the other party shall cooperate fully with the party bringing such action; (b) with respect fully, including, if required to third party infringement of Joint Patents, the parties shall confer and take bring such action, and allocate expenses and recoveries in such manner, the furnishing of a power of attorney or being named as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus party. Neither party shall have the right to settle any patent infringement litigation under this Section 5.4 relating to any Patent Right in the Field in the Territory without the prior written consent of such other party, which shall not be fully informed regarding unreasonably withheld, conditioned or delayed. Except as otherwise agreed to by the parties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation brought thereunder expenses of Proprius and ORGENTEC, shall be retained by Beglend, including [***] *** Certain information on this page has been omitted and filed separately with the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice Securities and Exchange Commission. Confidential treatment has been requested with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its nameomitted portions. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. Each party If any ▇▇▇▇▇▇▇ X-Patent, Neurocrine X-Patent, and/or DPC X-Patent is infringed by a Third Party in any country in connection with the manufacture, use and sale of a X-Product in such country, the Party to this Agreement first having knowledge of such infringement shall promptly notify the other others in writing writing. The notice shall set forth the known facts of any alleged or threatened that infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus in reasonable detail. The Party owning such Patent shall have the primary right, but not the obligation, to bringinstitute, at InNexus' expense prosecute, and in its sole controlcontrol any action or proceeding with respect to such infringement, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice choice, and at its own expense, but such party shall cooperate fully with . If the party bringing such action; owning Party fails to bring an action or proceeding within a period of one hundred eighty (b180) with respect days after a request by the exclusively licensed Party of the infringed subject matter to third party infringement of Joint Patentsdo so, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in exclusively licensed Party of the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus infringed subject matter shall have the right to be fully informed regarding bring and control any litigation brought thereunder such action by Beglend, including the status counsel of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Noticeits own choice, and (i) InNexus at its own expense. The Party bringing suit under this Paragraph shall have thirty (30) days from date on which it receives bear all costs and expenses of the suit and shall retain any damages or provides other monetary awards recovered. A settlement or consent judgment or other voluntary final disposition of a copy of suit brought by such Statutory Notice (or such lesser time as exclusively licensed Party under this Paragraph may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 entered into without the consent of the owning Party; provided that such settlement, consent judgment or other party, and (i) in disposition does not admit the event invalidity or unenforceability of any recovery of monetary damages from Patent; and provided further, that any rights to continue the third partyinfringing activity in such settlement, whether such damages result from the infringement of InNexus Patents consent judgment or Joint Patents, such recovery other disposition shall be allocated first limited to the reimbursement Product or activity that was the subject of any expenses incurred the suit. A settlement or consent judgment or other voluntary final disposition of a suit brought by the parties in the litigation owning Party under this section (including, for Paragraph may be entered into only with the purpose, a reasonable allocation consent of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expensesexclusively licensed Party.