Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting party.

Infringement by Third Parties. In Each party shall promptly notify the event that Novavax other in writing of any alleged or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute threatened infringement of the Novavax 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 Patents that issue from Developed Know-How 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 Territoryright, or 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 ROW Patents anywhere 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 worldabsence 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 misappropriation 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 Novavax Know-How or Developed Know-How in the Territorycontrary, or should a party receive notice with respect to Developed Know-How a Product under any applicable legislation which, if applicable to that is subject Product, would have the effect of restricting the price, marketability or the ability of such product to the license granted to Novavax in Section 2.2 anywhere in the world be sold on normal commercial terms notwithstanding Regulatory Approval (“ROW Know-How”"Statutory Notice"), then such party shall promptly notify immediately provide the other parties party with a copy of such third party activitiesStatutory Notice, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) InNexus shall have thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing from date on which it receives or provides a copy of such an actionStatutory 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, whichever comes firstat 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 Novavax Beglend shall have be free to immediately bring suit in its name. (d) the right party which is not in control of any action brought pursuant to any of sections (but not a), (b) or (c) may elect to contribute fifty percent (50%) of the obligation) to enforce the Novavax Patents and Novavax Know-How costs of litigation against any actual or alleged infringement or misappropriation thereof in the Territory by a such third party infringer, by providing written notice to the controlling party within ninety (by bringing a suit, 90) days after such 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 is first brought; and (or bringing in its own namei) such suit, action or proceeding for the benefit of if the non-prosecuting 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 required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting controlling party reasonably informed regarding does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such enforcement action and action. (e) neither party shall consider in good faith settle a claim brought under this Section 8.4 without the reasonable comments and suggestions consent of the non-prosecuting party related 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 such suit, action or proceeding. All recoveries received the reimbursement of any expenses incurred by the prosecuting 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 from any is less than the aggregate expenses of the parties incurred in connection with such enforcement action litigation, the recovery shall be retained by the prosecuting partyshared pro rata between InNexus and Beglend in proportion to their respective expenses.

Infringement by Third Parties. 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 Sequenom and P&G shall promptly notify the other parties in writing of any alleged or threatened infringement of any patent included in the P&G Patents, Sequenom Patents or Joint Patents of which they become aware. Both Parties shall use their commercially reasonable efforts in cooperating with each other to terminate such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company infringement without litigation. (a) Sequenom shall have the right (first right, but not the obligation, to bring and control any action or proceeding, at its own expense and by counsel of its own choice, with respect to infringement of any 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 commercialized by P&G, its Affiliates or its sublicensees, P&G shall not have the right, at its own expense, to be obligated) represented in any such action by counsel of its own choice, and if Sequenom fails to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, bring an action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right within (but shall not be obligateda) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party sixty (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (10060) days following the notice of alleged infringement or (iib) thirty ten (3010) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax 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, to be represented in any such action by counsel of its own choice. (but not b) P&G shall have the obligation) sole right to enforce the Novavax Patents bring and Novavax Know-How against control 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), with respect to infringement of any P&G Patent 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 nameexpense and by counsel of its own choice. (c) such suit, The Parties shall determine on a case-by-case basis which Party will have the right to bring and control any action or proceeding for with respect to infringement of any Joint Patent and how the benefit expenses thereof will be allocated between the Parties. In making such determination, the Parties shall 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 non-prosecuting party if required for such enforcement action right to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding bring and control any such enforcement action and infringement action, the other Party shall consider have the right to be represented in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partycounsel of its own choice.

Infringement by Third Parties. In the event that Novavax Anthera shall notify Shionogi and Lilly of any infringement or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute possible 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof Licensed Patent Rights in the Territory by a third party Third Party promptly after it becomes aware of such infringement. Anthera will have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by bringing a suitcounsel of its own choice. Whichever of Shionogi and/or Lilly has an ownership interest in the applicable Licensed Patent Rights shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Notwithstanding the foregoing, prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Shionogi and/or Lilly of its intent to bring such third party), at the Companyaction or proceeding and shall consult with Shionogi and/or Lilly regarding Anthera’s sole expenseplanned course of action. Novavax Each of Shionogi and Lilly shall have the right (but shall not be obligated) option to enforce assign to Anthera their ownership interest in any patent applications or patents at issue prior to the ROW Patents and ROW Know-How within the scope initiation by Anthera of the licenses granted to Novavax in Section 2.2 against any actual or alleged an infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against with respect to such third party)patent applications or patents. Shionogi and/or Lilly shall provide reasonable assistance and cooperation to Anthera at their own expense and may, at Novavax’s their sole expensediscretion and expense and by counsel of their choice, join in such Enforcement Action. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice Anthera fails to institute an Enforcement Action within [***], whichever of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth Shionogi and/or Lilly has an ownership interest in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax applicable Licensed Patent Rights shall have the right (right, but not the obligation) , to enforce the Novavax Patents bring and Novavax Know-How against control any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, such action or proceeding against at its own expense and by counsel of its own choice. In such party)event, Anthera shall provide reasonable assistance and cooperation to Shionogi and/or Lilly in connection with such Enforcement Action at its own expense. If Shionogi or Lilly institutes an Enforcement Action, Anthera shall have the right, 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 its own expense, including by agreeing to be named as a party to (or bringing represented in any such action by counsel of its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceedchoice. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting party[***].

Infringement by Third Parties. In Each Party shall notify the event that Novavax or the Company other Party promptly if it becomes aware of any infringement or has reasonable suspicions of third party activities in the Territory that could constitute potential infringement of the Novavax Licensed Patents and/or Additional Licensed Patents or Patents that issue from Developed misappropriation or potential misappropriation of any of the Licensed Know-How, Know-How in the TerritoryCollaboration IP and/or Licensed Compound Know-How and the Parties shall consult with each other to agree how to respond. If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then: 6.3.1 Nuvectis shall be entitled to take action against the third party at its sole expense and in its sole discretion, subject to Clauses 6.1 to 6.5 inclusive and shall report to University on the steps taken; and 6.3.2 all damages or other sums received from such action including any settlements, after deduction of the out-of-pocket costs incurred by Nuvectis directly in connection with taking the action, will be considered Net Sales in respect to ROW Patents anywhere of Licensed Products and/or Additional Licensed Products and Nuvectis shall pay royalties on such Net Sales in accordance with this Agreement. In any such proceedings, University shall, at Nuvectis’s cost, promptly provide Nuvectis with all documents and assistance as Nuvectis may reasonably require. Nuvectis shall promptly provide University with notice of such proceedings and keep University regularly informed of progress and promptly provide University with such information as it may require including copies of all documents filed at court in the world, proceedings. 6.3.3 If Nuvectis does not take action against the third party within [***] of Nuvectis first giving or receiving notice of the infringement or potential infringement of the Licensed Patents and/or Additional Licensed Patents or the misappropriation or potential misappropriation of the Novavax Licensed Know-How or Developed How, Licensed Compound Know-How, and/or any Know-How in the Territory, or with respect to Developed Collaboration IP and/or Improvement Compound Know-How any that is subject to (as the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”case may be), then such party University shall promptly notify the other parties of such third party activities, including identification of be entitled to take action against the third party at its sole expense and delineation of the facts relating to such third party activities. The Company in its sole discretion, and shall have the right to retain any damages or other sums received from such action. In any such proceedings Nuvectis shall promptly provide University (but at University’s cost) with all documents and assistance as University may reasonably require and the University shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the promptly provide Nuvectis with notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyproceedings.

Infringement by Third Parties. 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 a) Each Party shall promptly notify the other parties in writing of such third party activities, including identification any suspected or alleged infringement by Third Parties of the third party any Transferred Patent and delineation of the facts provide any information available to that Party relating to such third party activities. The Company suspected or alleged infringement. (b) GenSignia shall have the right (first right, but shall not be obligated) the obligation, to enforce the Novavax Patents, Novavax Know-How initiate and Developed Know-How against prosecute any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, legal action or proceeding against 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 its own expense and, if necessary, to name Trovagene as a co-party. GenSignia shall pay all attorneys’ fees and costs associated with such third partyaction; provided, however, that Trovagene may separately represent itself in such prosecution or defense by counsel of its own choice (at Trovagene’s own expense), at the Company’s sole expense. Novavax in which case Trovagene shall cooperate fully with GenSignia. (c) Trovagene shall have the right first right, but not the obligation, to initiate 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 its own expense and, if necessary, to name GenSignia as a co-party. Trovagene shall pay all attorneys’ fees and costs associated with such action; provided, however, that GenSignia may separately represent itself in such prosecution or defense by counsel of its own choice (but at GenSignia’s own expense), in which case GenSignia shall not be obligatedcooperate fully with Trovagene. (d) to enforce If, within ninety (90) days of receiving the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax notice provided for in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party7.2(b), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax 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 action, or to control the defense of such declaratory judgment action, and the other Party shall pay all attorneys’ fees and costs 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 (but not at 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 partyInitiating Party’s own expense), at Novavax’s sole expense. The non-prosecuting party in which case the Initiating Party shall reasonably cooperate fully with the prosecuting party in other Party. (e) For any action to terminate any infringement of Transferred Patents, if either Party is unable to initiate or prosecute such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing action solely in its own name, the other Party shall 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 result of any action contemplated by this Section 7.2, whether by settlement or otherwise, shall be first applied toward each Party’s costs and expenses incurred in respect of such suitaction. If the action was solely initiated by one of the Parties, 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 Royalties pursuant to Section 3.1(b). If the action was jointly initiated by the Parties, any recovery amount remaining shall be allocated to each of the Parties in proportion to their respective Net 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 for which restricts the benefit 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 non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep Field may be entered into by Trovagene without the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions prior written consent of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyGenSignia.

Infringement by Third Parties. In Each Party shall notify the event that Novavax other of any infringement or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute possible 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof Licensed Patent Rights in the Territory by a third party Third Party promptly after it becomes aware of such infringement. Anthera (or its Affiliate or sublicensee, as applicable) will have the first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to infringement in the Territory of the Licensed Patent Rights (an “Enforcement Action”), by bringing a suitcounsel of its own choice. Lilly shall have the right, at its own expense, to be represented in any such action by counsel of its own choice, provided that Anthera will in any event control the action. Notwithstanding the foregoing, prior to initiating an action or proceeding against a Third Party with respect to the Licensed Patent Rights, Anthera shall notify Lilly of its intent to bring such third party), at the Companyaction or proceeding and shall consult with Lilly regarding Anthera’s sole expenseplanned course of action. Novavax Lilly shall have the right (but shall not be obligated) option to enforce assign to Anthera its ownership interest in any patent applications or patents at issue prior to the ROW Patents and ROW Know-How within the scope initiation by Anthera of the licenses granted to Novavax in Section 2.2 against any actual or alleged an infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against with respect to such third party)patent applications or patents. Lilly shall provide reasonable assistance and cooperation to Anthera at Anthera’s expense and may, at Novavax’s their sole expensediscretion and expense and by counsel of their choice, join in such Enforcement Action. If the Company Anthera does not enforce the Novavax Patents or Know-How by institute an Enforcement Action within (ia) one hundred (100) days [***] following the written notice of alleged infringement and request by Lilly to initiate such action, or (iib) thirty (30) days [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax Lilly shall have the right (right, but not the obligation) , to enforce the Novavax Patents bring and Novavax Know-How against control any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, such action or proceeding against at its own expense and by counsel of its own choice. In such party)event, Anthera shall provide reasonable assistance and cooperation to Lilly in connection with such Enforcement Action at Lilly’s expense. If Lilly institutes an Enforcement Action, Anthera shall have the right, 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 its own expense, including by agreeing to be named as a party to (or bringing represented in any such action by counsel of its own name) such suitchoice. Any damages, action settlement amounts, or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party other consideration resulting from any such enforcement action, after reimbursement of each Party’s attorneys fees and court costs in connection with such action and other expenses related thereto, shall belong to the Party that initiated the action; provided, however, that if Anthera is the initiating Party, the remainder (after reimbursement of fees, costs and other expenses related thereto of the Parties) will be retained by the prosecuting partydeemed to be Net Sales subject to applicable royalty obligations.

Infringement by Third Parties. In the event that Novavax If any Biosearch Patent or the Company becomes aware of or has reasonable suspicions of third party activities GENE Patent is infringed by a Third Party in the Territory that could constitute infringement in connection with the manufacture, import, use, sale or offer for sale of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or a product competitive 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 a Licensed Product (“ROW Know-How”"Competitive Product Infringement"), then the Party to this Agreement first having knowledge of such party infringement shall promptly notify the other parties in writing. The notice shall set forth the facts of that infringement in reasonable detail. GENE shall have the primary right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such third party activitiesinfringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, including identification or of a GENE Patent anywhere in the world both within and outside of the third party and delineation Field, by counsel of the facts relating to such third party activitiesits own choice. The Company Biosearch shall have the right (to participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but shall not be obligated) the obligation, to enforce the Novavax Patentsinstitute, Novavax Know-How prosecute, and Developed Know-How against control any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against with respect to such third party)infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, at or occurring anywhere else in the Company’s sole expenseworld both within and outside of the Field, by counsel of its own choice. Novavax Solely within the Territory with respect to Biosearch Patents other than Joint Patents and anywhere in the World with respect to Joint Patents, GENE shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and to be represented by counsel of its own choice therein. If the Party primarily responsible for bringing suit under this Section 10.5(a) (but shall not be obligatedthe "Responsible Party") fails to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, bring an action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by within a period of ninety (i) one hundred (10090) days following after having knowledge of that infringement, then, solely with respect to infringement occurring inside the notice Field and inside the Territory with respect to infringement of alleged infringement or (ii) thirty (30) days before patents, the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax other Party shall have the right (but not to bring and control any such action by counsel of its own choice, and the obligation) Responsible Party shall have the right to enforce the Novavax Patents participate in such action and Novavax Know-How against be represented by counsel of its own choice. If a Responsible Party brings any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, such action or proceeding against such party)hereunder, 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 other Party agrees to be named joined as a party plaintiff and to (or bringing in its own name) such suitgive the Responsible Party reasonable assistance and authority to control, action or proceeding for file and prosecute the benefit suit as necessary. The costs and expenses of the non-prosecuting party if required for such enforcement action Party bringing suit under this Section (including the internal costs and expenses specifically attributable to proceed. The prosecuting party said suit) shall keep the non-prosecuting party reasonably informed regarding be reimbursed first out of any such enforcement action and shall consider damages or other monetary awards recovered in good faith the reasonable comments and suggestions favor of the non-prosecuting party related to such suit, action or proceedingParties. All recoveries received by the prosecuting party from any such enforcement action Any remaining damages shall be retained by split in accordance with each Party's interest therein. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5(a) may be entered into without the prosecuting partyjoint consent of Biosearch and GENE.

Infringement by Third Parties. In the event that Novavax 11.1 LICENSEE will notify KREATECH within twenty (20) business days of any actual or the Company becomes aware of potential infringement or has reasonable suspicions of misappropriation by a third party activities in of any PATENT RIGHT of which LICENSEE becomes aware. Within ninety (90) days after the Territory that could constitute infringement date of the Novavax Patents or Patents that issue from Developed Know-How in the Territoryreceipt of LICENSEE’S notice, or KREATECH will notify LICENSEE as to what, if any, action KREATECH intends to take with respect to ROW Patents anywhere such actual or potential infringement. (a) If KREATECH elects to take any action in accordance with article 11.1 above, and if the world, actual or potential infringement or misappropriation of any PATENT RIGHT does not involve the Novavax Know-How actual or Developed Know-How in the Territory, potential infringement or with respect to Developed Know-How misappropriation of any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”)IP RIGHT/LICENSEE, then such party shall promptly notify KREATECH will have exclusive control over the other parties same and will be entitled to retain the proceeds of such third party activities, including identification of any judgment or settlement recovered in connection with the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof by a third party. (b) If KREATECH elects to refrain from taking any action, LICENSEE will have the right, upon notice to KREATECH and at LICENSEE’S expense, to proceed against the alleged infringement or misappropriation and to retain the proceeds of any judgment or settlement recovered in connection therewith. ULS™ Supply and Marketing License Agreement Kreatech - Immunicon V2.0 Page 18 of 42 KREATECH: _________ LICENSEE: _________ (c) If LICENSEE indicates that the actual or potential infringement or misappropriation of any PATENT RIGHT also involves the actual or potential infringement or misappropriation of any IP RIGHT/LICENSEE, then KREATECH shall obtain the approval of LICENSEE in the Territory control over and/or settlement of the same, and the Parties will determine a formula for the distribution of the proceeds of any judgment or settlement recovered in connection with the alleged infringement or misappropriation by a third party (by bringing a suit, action or proceeding against such third party), at which formula shall reflect the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope relative participation of the licenses 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 suitParties, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limitand proportionate damages, if any, set forth in that are granted. (d) In any infringement suit or dispute, the appropriate laws and regulations for the filing of such 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 Parties will reasonably cooperate with each other, by permitting the prosecuting party in other Party access to its relevant personnel, records, papers, samples, specimens and any and all other relevant information and material, 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 suit, action or proceeding for the benefit expense of the non-prosecuting party if required for Party initiating such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyaction.

Infringement by Third Parties. Scriptgen and Monsanto shall each promptly notify the other in writing of any alleged or threatened infringement by a third party of any Monsanto Patent Rights or Scriptgen Patent Rights of which they become aware. (a) Each Party shall promptly report in writing to the other Party during the term of this Agreement any known infringement or suspected infringement of any Monsanto Patent Rights or Scriptgen Patent Rights in the Monsanto Field or the Scriptgen Field, respectively, covering a Development Compound or a Royalty Bearing Product by a third party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement or suspected infringement. (b) Except as provided in paragraph (d) below, Monsanto shall have the right to initiate an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Monsanto Patent Rights or Scriptgen Patent Rights covering a Development Compound or a Royalty Bearing Product. Monsanto shall give Scriptgen sufficient advance notice of its intent to file said suit and the reasons therefor, and shall provide Scriptgen with an opportunity to make suggestions and comments regarding such suit. Monsanto shall keep Scriptgen properly informed, and shall from time to time consult with Scriptgen regarding the status of any such suit and shall provide Scriptgen with copies of all documents filed in such suit. (c) Monsanto shall have the sole and exclusive right to select counsel for any suit referred to in paragraph (b) above and shall pay all expenses of the suit, including without limitation attorneys' fees and court costs. Any damages, royalties, settlement fees or other consideration received by Monsanto shall be divided between Monsanto and Scriptgen based on the relative value that the intellectual property rights of a Party which are the subject of the suit have to the value of the intellectual property rights of the other Party which are also the subject of the suit, if any, with respect to the infringing product sold, after all expenses of the litigation are deducted. If necessary, Scriptgen shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Scriptgen shall offer reasonable assistance to Monsanto in connection therewith at no charge to Monsanto. Scriptgen shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Monsanto shall not settle any such suit involving rights of Scriptgen without obtaining the prior written consent of Scriptgen, provided that Scriptgen shall not withhold its consent to any settlement which will provide an unconditional release of Scriptgen and its Secondary Affiliates and which does not have a material adverse effect on Scriptgen or Scriptgen's business. (d) In the event that Novavax Monsanto elects not to initiate an infringement or other appropriate suit pursuant to paragraph (b) above, Monsanto shall promptly advise Scriptgen of its intent not to initiate such suit, and Scriptgen shall have the Company becomes aware right, at the expense of Scriptgen, of initiating an infringement or has reasonable suspicions of other appropriate suit against any third party activities who at any time has infringed, or is suspected of infringing, any Monsanto Patent Rights or Scriptgen Patent Rights covering a Development Compound or a Royalty Bearing Product. In exercising its rights pursuant to this paragraph (d), Scriptgen shall have the sole and exclusive right to select counsel for any suit referred to in the Territory that could constitute infringement paragraph (b) above and shall pay all expenses of the Novavax Patents suit, including without limitation attorneys' fees and court costs. Any damages, royalties, settlement fees or Patents that issue from Developed Know-How in the Territoryother consideration received by Scriptgen shall be [***] if any, or with respect to ROW Patents anywhere in the worldinfringing product sold, or misappropriation after all expenses of the Novavax Know-How or Developed Know-How in the Territorylitigation are deducted. If necessary, or with respect to Developed Know-How any that is subject Monsanto shall join as a party to the license granted suit but shall be under no obligation to Novavax participate except to the extent that such participation is required as the result of being a named party to the suit. At Scriptgen's request, Monsanto shall offer reasonable assistance to Scriptgen in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating connection therewith at no charge to such third party activitiesScriptgen. The Company Monsanto shall have the right (but to participate and be represented in any such suit by its own counsel at its own expense. Scriptgen shall not be obligated) to enforce settle any such suit involving rights of Monsanto without obtaining the Novavax Patentsprior written consent of Monsanto, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but provided that Monsanto shall not be obligated) withhold its consent to enforce the ROW Patents any settlement which will provide an unconditional release of Monsanto and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company its Secondary Affiliates and which does not enforce the Novavax Patents have a material adverse effect on Monsanto or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyMonsanto's business.

Infringement by Third Parties. 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 parties of such third party activities, including identification of the third party 7.1 Licensor and delineation of the facts relating to such third party activities. The Company Licensee each shall have the right (but to protect the rights to the Licensed Products, Patent Rights and Licensed Know How granted herein in the territory in which such Party has the rights to commercialize the Licensed Product. 7.2 When either Licensor or Licensee becomes aware that a third party is or may be substantially infringing the Licensed Product, Patent Rights and Licensed Know How, Licensor or Licensee as the case may be, shall not be obligated) give the other written notice thereof, which notice shall fully describe the actual or potentially infringing actions by such third party. 7.3 Within a reasonable period of time following the receipt of the notice described in Section 7.2 above, Licensor and Licensee agree to consult with one another in an effort to determine whether a reasonably prudent person would institute litigation to enforce the Novavax PatentsLicensed Product, Novavax Know-Patent Rights and Licensed Know How in question in light of all relevant business and Developed Know-How economic factors (including, but not limited to, the projected cost of such litigation, the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against Licensor or Licensee, the diversion of human and economic resources, the impact of any actual possible adverse outcome on Licensor or alleged Licensee and the effect any publicity might have on Licensor and Licensee and the respective reputations and goodwill of Licensor and Licensee). The Party in whose territory the infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party)has occurred, at the Company’s its sole expense. Novavax shall have the right (but shall not be obligated) option, may file suit or take such other action as such Party deems appropriate to enforce the ROW Patents Licensed Product, Patent Rights and ROW Know-Licensed Know How within Licensed hereunder on behalf of itself and the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expenseother Party. If the Company does Party in whose territory the infringement has occurred shall determine not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of to take any such an enforcement action, whichever comes firstthen and only then, then Novavax shall have the right (but not the obligation) other Party may file suit or take such other action as it deems appropriate to enforce the Novavax Patents Licensed Product, Patent Rights and Novavax Know-Licensed Know How against any actual or alleged infringement or misappropriation thereof on behalf of itself and the other Party. Notwithstanding the foregoing, in the Territory event a Third Party License, by its terms, requires that litigation or other action be instituted to enforce the Licensed Product, Patent Rights and Licensed Know How, the Party in whose territory the infringement has occurred shall file suit or take such other action as it deems appropriate to enforce the Licensed Product, Patent Rights and Licensed Know How. If the Party in whose territory the infringement has occurred fails to take action to enforce the Licensed Product, Patent Rights and the Licensed Know How as required by the Third Party License, then the provisions of Section 6.5 above relating to a third party (by breach under the Third Party License shall apply. 7.4 Any money damages recovered for an infringement shall go to the Party bringing a suit, and maintaining the enforcement action or proceeding otherwise terminating the infringement. 7.5 In any enforcement action, including a suit or dispute involving an infringement the Parties shall cooperate fully, and upon the request and at the expense of the Party bringing suit against such party)the infringer, at Novavax’s sole expense. The non-prosecuting the other party shall reasonably cooperate with make available to the prosecuting party in such enforcement activitiesParty bringing suit at reasonable times and under appropriate conditions all relevant personnel, at records, papers, information, samples, specimens, and the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing like which are in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partypossession.

Infringement by Third Parties. In the event that Novavax or the Company If either party hereto becomes aware of that any Reliant Patent Rights are being or has reasonable suspicions of have been infringed by any third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territoryparty, 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 parties of such third party activities, including identification of the third party and delineation of hereto in writing describing the facts relating thereto in reasonable detail. Reliant shall have the initial right, but not the obligation, to institute, prosecute and control any action, suit or proceeding (an "ACTION") with respect to such third party activitiesinfringement of Reliant Patent Rights, including defending any declaratory judgment action, at its expense, using counsel of its choice. The Company In the event that such infringement relates to any Product, SLT shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against participate in any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party)Action, at its own expense, using counsel of its choice. Any amounts recovered from third parties in any such Action shall be used first to fully reimburse Reliant and SLT for their costs associated with such Action (including attorneys' and expert fees) and any remainder shall be divided equally between the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expenseparties. If the Company Reliant does not enforce the Novavax Patents initiate or Know-How by defend any Action involving Reliant Patent Rights that involves infringement relating to any Product within (ia) one hundred (100) 90 days following the after receiving notice of any alleged infringement or (iib) thirty (30) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax SLT shall have the right, but not the obligation, to initiate and control such an Action, and Reliant shall cooperate reasonably with SLT, at SLT's request, in connection with any such Action. Reliant shall have the right to participate in any such Action, at its own expense, using counsel of its choice. Any amounts recovered in such Action shall be used first to reimburse SLT and Reliant for the expenses incurred in connection with such Action (but not the obligation) to enforce the Novavax Patents including attorneys' 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 partyexpert fees), 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 and any recovery that a court of competent jurisdiction designates as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action lost profits shall be retained by considered Net Sales subject to royalties hereunder and any remainder shall be divided between the prosecuting partyparties equally.

Infringement by Third Parties. In (a) Each Party shall promptly give the event other Party notice of any actual or threatened infringement of any ACSB Existing IP or BGM Existing IP by any Third Party that Novavax or comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, including, without limitation, the Company becomes aware commencement of or has reasonable suspicions of third party activities legal action by any Party against any such Third Party. However, BGM shall have the first right to initiate and prosecute such legal action at its own expense and in the Territory name of BGM and ACSB provided, however, 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company Biomed Booster shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How participate in any such legal action against any actual or alleged such Third Party for infringement or misappropriation thereof in of any ACSB Existing IP to the Territory by extent such a third party (by bringing a suitright to join exists. BGM shall promptly inform ACSB if BGM elects not to exercise such first right, action or proceeding against such third party), at the Company’s sole expense. Novavax and ACSB thereafter shall have the right (but not the obligation to initiate and prosecute such action in the name of ACSB and, if necessary, BGM. In no event shall BGM be obligated to enforce or defend any of the ACSB Existing IP. ACSB grants to BGM the explicit right to initiate and prosecute any legal action for infringement of the ACSB Existing IP that occurred prior to the Effective Date, at BGM’s expense and in the name of BGM and ACSB. Neither Party shall enter into any settlement or compromise of any claim relating to ACSB Existing IP without the prior written consent of the other Party, which consent shall not be obligated) unreasonably withheld or delayed. BGM makes no representation or warranty that it will be able to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party obtain satisfactory results from any such enforcement legal action and BGM shall have no liability hereunder with respect to any legal action pursued or not pursued. The costs of any legal action described herein shall be retained borne by the prosecuting partyParty that initiates such action.

Infringement by Third Parties. (a) In the event that Novavax or the Company either Party becomes aware of actual or has reasonable suspicions of third party activities in the Territory that could constitute suspected infringement of the Novavax Aelis Patents, Joint 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Aelis Know-How by a Third Party, such Party shall promptly provide written notice thereof to the other Party, provided that if Aelis is the receiving Party for such notice, Aelis shall promptly provide written notice to the Head Licensor pursuant to the terms of the Head License. In the event of such actual or suspected infringement, including the defence of declaratory judgement actions or counterclaims challenging the validity or enforceability of the Aelis Patents, Joint Patents or Aelis Know-How, the following provisions in Section 11.3.2 shall apply. (b) Indivior shall have the first right to send written notices, warnings, or claims of infringement to such Third Party that may be infringing or misappropriating the (i) one hundred (100) days following the notice of alleged infringement or Aelis Patents, (ii) thirty Joint Patents inside of the Field or (30iii) Aelis Know- How (“Indivior Infringement Actions”). Indivior shall have the first right, but not the obligation, to institute and prosecute Indivior Infringement Actions, including the right to settle such Indivior Infringement Actions pursuant to Section 11.3.2(d). In the event a declaratory judgement action is brought against Indivior or Aelis, including any counterclaims challenging the validity or enforceability of the Aelis Patents, Joint Patents inside of the Field or Aelis Know-How, Indivior shall have the right, but not the obligation to be the Controlling Party for such action, even if Aelis is the named defendant. (c) Aelis shall have the first right to send written notices, warnings, or claims of infringement to such Third Party that may be infringing or misappropriating the Joint Patents outside of the Field (“Aelis Infringement Actions,” together with Indivior Infringement Actions, “Infringement Actions”) and the first right, but not the obligation, to institute and prosecute Aelis Infringement Actions, including the right to settle such Aelis Infringement Actions pursuant to Section 11.3.2(d). In the event a declaratory judgement action is brought against Indivior or Aelis, including any counterclaims challenging the validity or enforceability of the Joint Patents outside of the Field, Aelis shall have the right, but not the obligation to be the Controlling Party for such action, even if Indivior is the named defendant. (d) With respect to any such action or proceeding that a Party initiates and maintains pursuant to this Section 11.3.2, the other Party shall cooperate as may be reasonably requested by the Controlling Party, including by joining as a party claimant if required to do so by Applicable Laws to maintain such action or proceeding, to collect any and all damages, profits and awards of any nature recoverable for such infringements, by executing and making available such documents and witnesses as the Controlling Party may reasonably request, and by performing all other acts which are or may become necessary to vest in the Controlling Party the right to institute any such suit, including by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from applicable Third Parties. (e) If the Party with the first right to be the Controlling Party does not initiate such action within ninety (60) days of becoming aware of a notice of such infringement or misappropriation (but no less than ten (10) Business Days before the time limitexpiry of any statutory timeline for taking action), then the other Party shall have the right, but not the obligation, at its own cost, to be the Controlling Party in such action. (f) The Controlling Party will have the exclusive right to settle any Infringement Claim without consent of the other Party, unless such settlement would have an adverse impact on the other Party’s rights or ability to perform its obligations under this Agreement (including a waiver of such Party’s rights) or subjects the other Party to any obligations, which, in each such case, the consent of the other Party shall be required and shall not be unreasonably withheld, conditioned or delayed. (g) If the Parties obtain any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) from a Third Party in connection with a suit brought by a Party pursuant to this Section 11.3.2, such amounts shall be allocated as follows: (i) each Party shall be reimbursed for its out-of-pocket expenses incurred in connection with such litigation, including reasonable attorneys’ fees and disbursements, court costs and other litigation expenses, if any, set forth in and (ii) the appropriate laws and regulations for balance, (x) if Indivior is the filing of such an actionControlling Party, 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by Indivior, with Indivior paying a Royalty on such recovery as if such recovery were Net Sales of Licensed Product hereunder, (y) if Aelis is the prosecuting partyControlling Party, shall be retained by Aelis.

Infringement by Third Parties. (a) In the event that Novavax or the Company either Party becomes aware of actual or has reasonable suspicions of third party activities in the Territory that could constitute suspected infringement of the Novavax C4X Patents or Patents that issue from Developed misappropriation of C4X Know-How in by a Third Party, such Party shall provide written notice thereof to the Territoryother Party. In the event of such actual or suspected infringement or defence of declaratory judgement actions regarding Third Party infringement or misappropriation, or with respect to ROW Patents anywhere in the world, validity or misappropriation enforceability of the Novavax Know-How or Developed Know-How C4X Patents, the following provisions 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 this Clause 11.3.2 shall apply. (“ROW Know-How”), then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The b) Company shall have the sole right (but shall not to send written notices, warnings, or claims of infringement to such Third Party that may be obligated) to enforce infringing or misappropriating the Novavax C4X Patents, Novavax Know-How and Developed Know-How against any actual Company Applied Patents or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expenseC4X Know How. Novavax Company shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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 suitfirst right, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) , to enforce the Novavax Patents institute and Novavax Know-How against any actual prosecute an action or alleged proceeding to ▇▇▇▇▇ such infringement or misappropriation thereof in and to resolve such matter by settlement or otherwise. In the Territory by event a third party declaratory judgement action is brought regarding such Third-Party infringement, misappropriation, or the validity or enforceability of the C4X Patents, Company shall have the right, but not the obligation to be the Controlling Party for such action, even if C4X is the named defendant. (by bringing a suit, c) Company shall be responsible for all costs and expenses of any action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party that Company initiates and maintains C4X shall cooperate fully as may be reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expenserequested by Company upon reasonable notice, including by agreeing to be named joining as a party claimant if required to (do so by Applicable Laws to maintain such action or bringing proceeding, to collect for Company's sole and exclusive benefit any and all damages, profits and awards of any nature recoverable for such infringements, by executing and making available such documents as Company may reasonably request, and by performing all other acts which are or may become necessary to vest in its own name) Company the right to institute any such suit, including by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action or proceeding from applicable Third Parties. Company shall reimburse C4X for its reasonable out-of-pocket expenses in providing such cooperation. (d) If the benefit Parties obtain any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) from a Third Party in connection with a suit brought by a Party pursuant to this Clause 11.3.2, such amounts shall be allocated as follows: (i) in all cases to reimburse each Party for all expenses of such litigation, including reasonable attorneys' fees and disbursements, court costs and other litigation expenses (except attorneys’ fees incurred pursuant to Clause 11.3.3) and (ii) the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action balance shall be retained by the prosecuting partyCompany, with Company paying a Royalty on such recovery as if such recovery were Net Sales of Licensed Product hereunder.

Infringement by Third Parties. (a) In the event that Novavax either EC or the Company Tracr becomes aware of any infringement or has reasonable suspicions of third party activities in the Territory that could constitute threatened infringement of the Novavax Patents or Patents that issue from Developed Know-How CRISPR Patent Rights in the TerritoryCRISPR Field or Tracr Field by a Third Party of any Patent Right, 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 parties party in writing to that effect. Tracr acknowledges that, to the extent that it is legally permitted to do so, CRISPR has the first right to bring and control any action or proceeding with respect to infringement of such third party activitiesany CRISPR Patent Right within the CRISPR Field or the Tracr Field, including identification at its own expense and by counsel of its own choice, subject to Section 5.5(f) of this Agreement and Section 5.5(e) of the third party and delineation CRISPR License. If the infringement of the facts relating CRISPR Patent Rights relates to such third party activities. The Company the Tracr Field, Tracr shall have the right (but shall not if it chooses, to join the proceedings on its own accord, at its own expense, to be obligatedrepresented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(a) to enforce ERS. (b) If the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof of the CRISPR Patent Rights is solely in the Territory by a third party (by bringing a suitTracr Field and not in the CRISPR Field, and CRISPR fails to bring any such action or proceeding against such third party), at with respect to infringement in the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How Tracr Field within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days […***…] following the notice of alleged infringement or (ii) thirty (30) days […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax Tracr shall have the right (but not to bring and control any such action solely with respect to such infringement in the obligationTracr Field at its own expense and by counsel of its own choice. EC will at Tracr’s expense join and cooperate fully in such action if EC is required to do so by Tracr and shall request that CRISPR shall join and cooperate fully in such action if and to the extent appropriate, all at Tracr’s expense. Tracr shall keep EC and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by EC or CRISPR. EC shall have the right if she chooses, to join the proceedings on her own accord, at her own expense, to be represented in any such action by counsel of her own choice, and to review and comment on any papers filed during such action. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 5.5(b) 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 ERS. (by bringing a suit, c) Tracr shall notify EC within […***…] of becoming entitled to bring an action or proceeding against pursuant to Section 5.5(b) as to whether or not Tracr will bring 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received If Tracr notifies EC that Tracr will not bring such an action, or if Tracr fails to [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. provide any notice to EC within such period, then EC shall have the right to bring and control any such action at her own expense and by counsel of her own choice. Tracr will at EC’s expense join and cooperate fully in such action if Tracr is required to do so by EC. EC shall keep Tracr and CRISPR fully informed and up to date with respect to such infringement actions and shall take into account any reasonable suggestions made by Tracr or CRISPR. Each of Tracr and CRISPR shall have the right if it chooses, to join the proceedings on its own accord, at its own expense, to be represented in any such action by counsel of its own choice, and to review and comment on any papers filed during such action. Notwithstanding any other provision of this Article 5 to the contrary, EC’s rights under this Section 5.5(c) shall be exercisable only by EC and may not be extended to ERS. (d) In the event EC brings any infringement action in accordance with Section 5.5(c), Tracr shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (e) Neither party shall have the right to settle any patent infringement litigation under this Section 5.5 without the prior written consent of the other party, which shall not be unreasonably withheld. Except as otherwise agreed by the prosecuting parties in connection with a cost-sharing arrangement, any recovery realized by a party from as a result of any such enforcement action or proceeding pursuant to this Section 5.5, whether by way of settlement or otherwise, after reimbursement of any litigation expenses of the parties, shall be retained by the prosecuting partyparty that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by Tracr as a result of any action brought and controlled by Tracr pursuant to Section 5.5(b) with respect to infringement in the Tracr Field, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.3. (f) To the extent that any infringement of the CRISPR Patent Rights or the Overlapping Patent Rights relates to both the CRISPR Field and the Tracr Field, Tracr shall agree a coordinated approach with CRISPR, and Tracr and CRISPR shall cooperate with respect to any enforcement proceedings. In respect of any proceedings brought by Tracr and CRISPR in cooperation as referred to in this Section 5.5(f), Tracr shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (g) Defense of the validity or enforceability of any claim of the CRISPR Patent Rights asserted in an infringement action under this Section 5.5 shall be at the sole expense and control of the party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform the other and CRISPR and consider the other’s and CRISPR’s input. (h) For clarity, except as expressly set forth in Section 5.5(f), Tracr’s enforcement rights under this Section 5.5 apply solely to CRISPR Patent Rights, and Tracr shall have no right to enforce Overlapping Patent Rights (other than in cooperation with CRISPR pursuant to Section 5.5(f)) or ERS Patent Rights.

Infringement by Third Parties. Each party shall notify the other party in writing promptly upon its becoming aware of any infringement by a third party of Cygnus Intellectual Property Rights utilized in manufacturing, using, developing, supplying, importing, exporting, marketing, distributing, co-promoting, offering for sale or selling the Product in the Territory during the Term. Cygnus shall have the right, but not the obligation, to file and maintain lawsuits in its own name for infringement by third parties of any Cygnus Intellectual Property Rights related to any Product in the Territory during the Term. Sankyo shall cooperate as reasonably requested by Cygnus, at Cygnus’ expense, in any investigation or action taken by Cygnus in respect of such infringement. All sums obtained as a result of such suit or proceeding, whether by judgment, award, decree or settlement, shall be the property of Cygnus except, however, Cygnus shall pay to Sankyo *** of all sums obtained after such sums are first applied to reimburse Cygnus for its out-of-pocket costs incurred in connection therewith. In the event that Novavax or the Company becomes aware of or has reasonable suspicions of Cygnus chooses not to pursue legal action against such infringing third party activities in and the Territory that could constitute infringement infringing product or products subsequently obtains at least *** of the Novavax Patents or Patents that issue from Developed Know-How market share for the Product in the Territory, wherein the market is defined as the Cygnus Product and the infringing reverse iontophoresis glucose monitoring product or with respect to ROW Patents anywhere in products, then Cygnus shall treat the world, or misappropriation volume of the Novavax Know-How infringing reverse iontophoresis glucose monitoring product or Developed Know-How in products as Net Sales during the Territory, or with respect period of infringement. In the case there is a dispute between the parties as 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by whether a third party (by bringing infringes Cygnus Intellectual Property Rights, the parties shall request the opinion of a suit, action or proceeding against such third party), at mutually agreed upon third-party patent expert and shall equally bear the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing cost of such 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyexpert.

Infringement by Third Parties. In 8.9.1 The Licensee shall promptly give UCD full information of any actual, threatened or suspected infringement by a Third Party of the event that Novavax Licensed IP or of any declaratory judgment, opposition, or similar action alleging the Company becomes aware of invalidity, unenforceability or has reasonable suspicions of third party activities in the Territory that could constitute non-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 any 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 parties of such third party activities, Licensed IP including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by as follows: (i) one hundred (100) days following that any aspects of the notice of alleged infringement Licensed IP is being attacked whether through validity challenge, revocation application, nullity action, opposition, interference or otherwise; or (ii) thirty that any application for a Patent is made by, or any Patent is granted to, a Third Party by reason of which the Third Party in a Party’s opinion may be granted or may have been granted rights which conflict with any of the rights granted to the Licensee under the Licensed IP; or (30iii) days of any infringement/misappropriation or potential infringement/misappropriation of any of the Licensed IP; or (iv) that any application is made for a compulsory licence under any granted Patent (collectively Third Party Infringement) of which the Licensee becomes aware. 8.9.2 If a Third Party Infringement occurs, then the Parties will consult in good faith with each other as to the appropriate course of action to be taken and to decide the best way to respond to such alleged infringement. The Licensee may, in its sole discretion, take such action as is commercially and legally reasonable in accordance with the advice and resources available to it with respect to the Third Party Infringement. In any event, before starting any legal action under this Clause 8.9.2, the time limitLicensee shall consult with UCD as to the advisability of the action or settlement, its adverse effect on the good name of UCD, how the action should be conducted, and in addition, if the alleged infringement is both within and outside the Field, the Parties shall also co-operate with UCD’s other licensees (if any, set forth ) in relation to any such action. Such action will be brought in the appropriate laws Licensee’s own name and regulations at the Licensee’s cost, and the Licensee will retain all damages awarded or settlement amounts received to reimburse Licensee for the filing of all costs and expenses incurred relating to such an action, whichever comes first, then Novavax shall proceedings which 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 already been reimbursed in such enforcement activitiescourt judgment. At the request of the Licensee, at UCD shall provide reasonable assistance to the prosecuting party’s expenseLicensee in connection therewith, including by agreeing to be named executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action. 8.9.3 The Licensee indemnifies UCD against all actions, claims, loss, damage, cost or expenses and awards, which UCD may incur, suffer or become liable to, arising out of or in connection with any proceedings or action taken by the Licensee in relation to a Third Party Infringement. 8.9.4 The Licensee shall keep UCD advised of the progress of such proceedings and provide UCD with copies of documents used in or prepared for such proceedings (subject to ensuring that any legal professional privilege in any documents is maintained). 8.9.5 If UCD wishes, in its sole discretion, to join or bringing assist the Licensee in prosecuting such proceedings, UCD will notify the Licensee of such wish and in such event shall contribute to the costs and expenses of the proceedings as agreed between the Parties, and if no agreement is reached as to costs and expenses as between the Parties, then UCD shall have no obligation to contribute to the costs and expenses of the proceedings. 8.9.6 If the Licensee: (a) determines it will not take action or, once some action has been engaged in, not commence proceedings, the Licensee will promptly notify UCD in writing that it is unwilling to take action or proceedings against a Third Party with respect to a Third Party Infringement; or (b) fails to take any action or agree a course of action with UCD, within a period of [***] after notification of the Third Party Infringement pursuant to Clause 8.9.1, unless the Parties agree alternative arrangements, then UCD may institute and prosecute an action in its own name) such suit, action in which case UCD will retain all damages awarded or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partysettlement amounts received.

Infringement by Third Parties. In the event that Novavax 5.2.1 Beam shall promptly notify Editas of any knowledge it acquires of any actual or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute potential infringement of the Novavax Subject Patents by a Third Party. Editas shall promptly notify Beam of any knowledge it acquires of any actual or potential infringement of the Licensed Patents that issue from Developed Know-How 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 a Competitive Product by a Third Party in any country in the Territory, then Beam shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to ROW Patents anywhere such infringement of such patent (an “Infringement Action”), by counsel of its own choice, 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 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 the world, or misappropriation of the Novavax Know-How or Developed Know-How 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 Developed Know-How any Infringement Action, if Beam owns one or more Patents that is subject to cover the license granted to Novavax in Section 2.2 anywhere in the world Competitive Product (“ROW Know-HowOther 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 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 party 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 Party prosecuting the Infringement Action shall bear all costs and expenses, including attorneys’ fees, related to such Infringement 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 shall have the 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 other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activitiesParty. The Company other Party (and/or an Institution) shall have the right to participate in and be represented by counsel of its own selection and at its own expense in any suit instituted under Section 5.2.2 by the other Party for infringement. Each Party agrees to reasonably cooperate (but shall not be obligatedat the prosecuting Party’s request and expense) to enforce in any action under Section 5.2.2 that is prosecuted by the Novavax Patentsother Party, Novavax Know-How including executing legal papers and Developed Know-How against any actual or alleged infringement or misappropriation thereof cooperating in the Territory 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 recovery from a third party (proceeding brought under Section 5.2.2 shall first be applied to the out-of-pocket costs of such action incurred by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limitParty, if any, prosecuting the applicable action, then to the out-of-pocket costs, if any, of the other Party and the Institutions reasonably incurred at the prosecuting Party’s request in accordance with this Section 5.2, and (a) if the prosecuting Party is Beam, its Affiliates or its sublicensees (or Editas as directed by Beam pursuant to Section 5.2.2), any remaining recovery amount shall be treated as Net Sales of the Licensed Product affected by the infringing Competitive Product and Beam shall pay royalties thereon in accordance with Section 4.7 or (b) if the prosecuting party is Editas or an Institution, any remaining recovery amount shall be allocated first to the Institution pursuant to the applicable Institutional In-License and then [**] percent ([**]%) of the remaining amount shall be allocated to Beam and [**] percent ([**]%) to Editas. If in connection with an 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 to that set forth in the appropriate laws immediately preceding sentence that takes into account the amounts payable to the applicable Institutions and regulations for results in a consistent allocation of the filing amounts remaining to Beam and Editas after payment of such an action, whichever comes first, then Novavax shall have amounts to 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyapplicable Institutions.

Infringement by Third Parties. 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 give written notice to the other Party describing in 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 Product, or 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 rights 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 is entitled, 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 Novavax 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 (180) days after notice of such infringement has been brought to its attention, DURA shall have the Company becomes aware right, but not the obligation, to institute 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 has reasonable suspicions 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 third party activities in its Affiliates relating to the Territory that could constitute infringement composition or use of the Novavax Patents or Patents that issue from Developed Know-How in the Territoryany Product, or that would materially conflict with respect to ROW Patents anywhere in the worldany terms of this Agreement, or misappropriation of the Novavax Know-How or Developed Know-How in the Territorythat would require a payment by BMS to such Third Party, or with respect that would require the grant of any right or license by BMS to Developed Know-How 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 DURA's expense, in such enforcement. 10.5.3 Regardless of which Party brings an action to enforce a BMS Patent or a Trademark that is subject to the license granted to Novavax being infringed by a Third Party as provided in Section 2.2 anywhere in 10.5.1 or 10.5.2 above, the world (“ROW Know-How”), then such party shall promptly notify Party not bringing the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company action shall have the right (but shall not be obligated) 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 paid to the Novavax PatentsParty 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, Novavax Know-How the Parties' rights and Developed Know-How against any actual or alleged responsibilities under Section 10.5.1 and 10.5.2 shall be reversed, MUTATIS MUTANDIS, with respect to infringement or misappropriation thereof in the Territory of such Trademark by a third party (by bringing Third Party following such assignment. 10.5.5 In the event that a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by Third Party files an ANDA for a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company Product certifying that it does not enforce infringe any patents owned or controlled by BMS relating to such Product, the Novavax Patents or Know-How by (i) one hundred (100) days following Party receiving a copy of such ANDA shall promptly forward a copy of same to the notice of alleged infringement or (ii) other Party. The Parties shall meet and confer within thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for following the filing of such 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 suit, action or proceeding ANDA for the benefit purpose of the non-prosecuting party if required for such enforcement determining what action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related should be taken with respect to such suitcertification should both Parties conclude that such Third Party would violate Patent Rights owned or controlled by BMS. As the NDA holder, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action BMS shall be retained responsible for filing and coordinating any mutually agreed responses to FDA. DURA shall reimburse BMS for any reasonable costs incurred by BMS in connection with such filings, and will reimburse BMS for any reasonable out-of-pocket costs incurred by BMS in any legal proceedings undertaken by BMS based on the prosecuting partyParties mutually agreed upon course of action.

Infringement by Third Parties. In Each party shall inform the event that Novavax other party of any infringement or suspected infringement of the Company Patents or infringement (including any misappropriation) of the Technology of which such party becomes aware within ten (10) business days after such party becomes aware of any such infringement or has reasonable suspicions suspected infringement. For a period of third party activities thirty (30) days after receipt by AccuMed of, or AccuMed's sending of, such notice of infringement, AccuMed will have the exclusive right to commence an action and otherwise assert rights in the Territory that could constitute infringement of Patents and the Novavax Patents Technology against any such infringers 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 parties of such third party activities, including identification of the third party suspected infringers and delineation of the facts relating to such third party activities. The Company shall will have the right (but shall at its sole discretion to make any settlement or compromise with the third-party infringer, provided that the terms of any such settlement may not be obligated) to enforce modify the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope exclusivity of the licenses granted to Novavax LICENSEE in Section 2.2 this Agreement or otherwise diminish LICENSEE'S economic rights or expectations hereunder. 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 actual or alleged such infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expensesuspected infringement. If the Company does not enforce the Novavax Patents or Know-How by If (i) one hundred (100) days following AccuMed fails to commence an action or otherwise assert its rights in the notice of alleged infringement Patents and the Technology against any such infringers or (ii) suspected infringers within such thirty (30) days before day period and (ii) LICENSEE provides AccuMed with the time limit, if any, set forth in opinion of patent counsel mutually acceptable to the appropriate laws and regulations for the filing parties stating that there is a likelihood of infringement or misappropriation by such suspected infringers (an action, whichever comes first"Infringement Opinion"), then Novavax shall 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 action, then LICENSEE may elect to deduct a percentage of its out-of-pocket costs and expenses (but not the obligation) to enforce the Novavax Patents otherwise will bear all other costs 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 partyexpenses), 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 suit, action or proceeding for the benefit of the non-prosecuting party if required which includes without limitation court costs and attorneys' fees for such enforcement action up to proceed. The prosecuting party shall keep a maximum deduction of fifty percent (the non-prosecuting party reasonably informed regarding any such enforcement action "Fee Percentage") and shall consider 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 Minimum Guaranteed Payments and Required Royalties, as they become due under this Agreement, that portion of its out-of-pocket expenses in good faith an amount equal to the reasonable comments and suggestions Fee Percentage thereof. All proceeds of the non-prosecuting party related to such suit, any action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting party.

Infringement by Third Parties. 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 GENEMEDICINE and BIOJECT shall promptly notify the other parties in writing of such third party activitiesany alleged or threatened infringement of any patent included in the GENEMEDICINE Patent Rights, including identification the BIOJECT Patent Rights or the Joint Patent Rights of the third party and delineation of the facts relating to such third party activitieswhich they become aware. The Company GENEMEDICINE shall have the right (but shall not be obligated) to enforce the Novavax Patentsinstitute, Novavax Know-How prosecute and Developed Know-How against control any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), with respect to infringement of any patent included in the GENEMEDICINE Patent Rights at the Company’s sole expenseits own expense and by counsel of its own choice. Novavax BIOJECT shall have the right (but shall not be obligated) to enforce the ROW Patents institute, prosecute and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against control any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against with respect to infringement of any patent included in the BIOJECT Patent Rights at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 7.2(b) shall have the right to institute, prosecute and control any action or proceeding with respect to such third patent, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Patent Rights of either party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents if such party fails to bring an action or Know-How by proceeding within (ia) one hundred (100) 60 days following the notice of alleged infringement or (iib) thirty (30) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax the other party shall have the right (but not to bring and control any such action at its own expense and by counsel of its own choice, and such party shall have 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)right, at Novavax’s sole its own expense, to be represented in any such action by counsel of its own choice. The non-prosecuting In the event a party brings an infringement action, the other party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expensefully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 7.4(b) in a manner that diminishes the rights or interests of the other party without the consent of such other party. Except as otherwise agreed to by agreeing to be named the parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of GENEMEDICINE and BIOJECT, shall belong to the party to (or bringing in its own name) such suit, action or proceeding for who brought the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyaction.

Infringement by Third Parties. In (a) When information comes to the event attention of either Cambridge or SJM to the effect that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement any of the Novavax Patents Intellectual Property of Cambridge 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 SJM related 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory 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 notify the other party in writing within ten Business Days of any such infringement or threatened infringement of which it becomes aware. The Infringed Party shall have the initial right (after consultation with the other party) to take any action to eliminate or minimize the consequences of such infringement or otherwise enforce Infringed Party’s rights and the other party shall, at the Infringed Party’s expense, cooperate with the Infringed Party in any such action. The other party, however, shall have the right to participate, but not as a party, at its own cost in any legal action brought by bringing a the Infringed Party to eliminate or minimize the consequences of any infringement of Intellectual Property of the Infringed Party. If the Infringed Party determines that it is necessary or desirable for the other party to join any such suit, action or proceeding against 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 suit, 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 CompanyInfringed Party’s sole expense. Novavax election, the other party shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by either (i) one hundred (100) days following to commence an action against the notice of alleged infringement infringer, at its own expense and in its own name and shall have the right to join Infringed Party as a party plaintiff and Infringed Party shall join in any such action or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws to terminate this Agreement. Infringed Party shall execute all documents and regulations for the filing of such 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 activitiestake all other actions, at the prosecuting other party’s expense, including by agreeing to giving testimony, which may reasonably be named as a party to (or bringing required in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to connection with such suit, action or proceeding. All recoveries received by In the prosecuting event that the other party from 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 such enforcement action settlement thereof (subject to the last sentence of this Section 12(b)), and shall be retained 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 distributed to Infringed Party and the other party in proportion to the loss incurred by each of Infringed Party and the prosecuting 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. In the event that Novavax either Altus or the Company Zogenix becomes aware of any infringement or has reasonable suspicions threatened infringement by a Third Party of third party activities in the Territory that could constitute infringement of the Novavax Patents any, Altus Patent or Patents that issue from Developed Know-How Joint Patent 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 it shall promptly notify the other parties Party in writing to that effect. To the extent such infringement or threatened infringement relates to the Licensed Product or a pharmaceutical product with the Active Ingredient as the sole active ingredient (a “Competitive Product”), Altus and Zogenix shall thereafter consult and cooperate fully to determine a course of such third party activitiesaction, including identification the commencement of legal action by either or both Parties consistent with this Section 6.4, to terminate any such infringement, and each Party may hire separate counsel. In connection with such cooperation, the third party Parties, as soon as reasonably practicable, shall negotiate a mutually agreeable joint defense agreement. (a) As between Altus and delineation of the facts relating to such third party activities. The Company Zogenix, Zogenix shall have the right (but shall not be obligated) to enforce the Novavax Patentsfirst right, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) , upon written notice to enforce Altus, and in consultation with Altus to initiate, prosecute and control the Novavax Patents and Novavax Know-How enforcement of any Altus Product Patent or Joint Patent against any actual or alleged infringement or misappropriation thereof by a Third Party in the Territory by through the manufacture, use, marketing, sale, offer for sale or import of a third party (by bringing Licensed Product or a suit, action or Competitive Product. If Zogenix does not institute a proceeding against such party)Third Party alleging infringement of the Altus Product Patents or Joint Patents within [***] of a Party's first notice to the other Party of such Third Party infringement, at Novavax’s sole expensethen Altus shall have the right, but not the obligation, to institute such an action against such Third Party for infringement of such Altus Product Patents or Joint Patents. The non-prosecuting party For clarity, if an action includes both Altus Product Patents and Altus Technology Patents, this Section 6.4(a) shall reasonably cooperate govern. (b) As between Altus and Zogenix, Altus shall have the first right, but not the obligation, upon written notice to Zogenix, and in consultation with Zogenix, to initiate, prosecute and control the enforcement of any Altus Technology Patent against infringement by a Third Party in the Territory through the manufacture, use, marketing, sale, offer for sale or import of a Licensed Product or a Competitive Product. If Altus does not institute a proceeding against such Third Party alleging infringement of such Altus Technology Patents within [***] of a Party's first notice to the other Party of such Third Party infringement, then Zogenix shall have the right, but not the obligation, to institute such an action against such Third Party for infringement of any of the Altus Technology Patents; provided, however, that Zogenix's right to undertake any such action alleging infringement of such Altus Technology Patents shall be subject to the prior written consent of Altus, not to be unreasonably withheld or delayed. For clarity, if an action includes both Altus Product Patents and Altus Technology Patents, Section 6.4(a) shall govern. ***Certain information on this page has been omitted and filed separately with the prosecuting party Commission. Confidential treatment has been requested with respect to the omitted portions. (c) The Party pursuing such action shall furnish the other Party with copies of substantive litigation documents sufficiently in advance of the due date for such enforcement activitiesdocument, at permit the prosecuting party’s expenseother Party to offer its comments thereon before such document is due or delivered to the opposing side and consider any such comments in good faith, including by agreeing incorporating such comments if reasonable. For any such action under this Section 6.4, in the event that either Party is unable to be named as a party to (initiate or bringing prosecute such action solely in its own name or it is otherwise advisable to do so, the other Party will join such action, or agree to have such action initiated or prosecuted in its name) such suit, action or proceeding voluntarily and will execute and cause its Affiliates to execute all documents necessary for the benefit enforcing Party to initiate and maintain such action. Each Party shall at its own expense promptly give to the Party bringing such infringement proceedings such reasonable assistance as the Party bringing the action may reasonably request. (d) The Party instituting any action under this Section 6.4 may not enter into any settlement, consent judgment or other voluntary final disposition of such action that settles a Paragraph IV Certification, admits the invalidity or unenforceability of any Patent licensed hereunder, subjects the other Party to an injunction, requires the other Party to contribute to any monetary payment or otherwise materially and adversely affects the rights licensed hereunder without the prior written consent of the non-prosecuting party if required for such enforcement action other Party, not to proceed. be unreasonably withheld by the other Party. (e) The prosecuting party shall keep the non-prosecuting party reasonably informed regarding costs of any such enforcement action under this Section 6.4 (including fees of attorneys and other professionals) shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received be borne by the prosecuting party from Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs shall be borne by the Parties in such proportions as they may agree in writing. Any recovery obtained as a result of an infringement action brought under this Section 6.4, whether by judgment, award, decree or settlement, will: (i) first [***]; and (ii) any amounts [***]. [***] shall be entitled to the remaining balance of any such enforcement action shall be retained by the prosecuting partyrecovery.

Infringement by Third Parties. In Each party shall inform the event that Novavax other party of any infringement or suspected infringement of the Company Patents or infringement (including any misappropriation) of the Technology of which such party becomes aware within ten (10) business days after such party 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by suspected infringement. For a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope period of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before after receipt by ACCUMED of, or ACCUMED's sending of, such notice of infringement, ACCUMED will have the time limit, if any, set forth exclusive right to commence an action and otherwise assert rights in the appropriate laws Patents and regulations for the filing Technology against any such infringers or suspected infringers and pertain all proceeds of such an action, whichever comes first, then Novavax shall action or proceeding brought by it and will have the right (but not at its, sole discretion to make any settlement or compromise with the obligation) third-party infringer. If ACCUMED shall elect to enforce prosecute any such infringer, LICENSEE shall take such steps as are reasonably requested by ACCUMED to enable it to protect its rights under the Novavax Patents and Novavax Know-How under the Technology against any actual such infringement or alleged suspected infringement. If (i) ACCUMED fails to commence an action or otherwise assert its rights in the Patents and the Technology against any such infringers or suspected infringers within such thirty (30) day period and (ii) LICENSEE provides ACCUMED with the opinion of patent counsel mutually acceptable to the parties stating that there is a likelihood of infringement or misappropriation thereof in the Territory by a third party such suspected infringers (by bringing a suitan "Infringement Opinion"), then LICENSEE may bring an action or proceeding against (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 partyaction, 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), at Novavax’s sole expensewhich includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the "Fee Percentage") and shall notify ACCUMED of such election and the applicable Fee Percentage when the Infringement Opinion is delivered by LICENSEE to ACCUMED. The nonLICENSEE 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-prosecuting party shall reasonably cooperate with of-pocket expenses in an amount equal to the prosecuting party in Fee Percentage thereof. All proceeds of 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 suit, action or proceeding for brought by LICENSEE (if any) shall be shared between ACCUMED and LICENSEE pro rata in accordance with the benefit Fee Percentage (i.e. ACCUMED shall receive the Fee Percentage of such proceeds and LICENSEE shall receive the non-prosecuting party if required for remainder). If LICENSEE shall be permitted to bring an action pursuant to this Section, ACCUMED shall take such enforcement action steps as are reasonably requested by LICENSEE to proceed. The prosecuting party shall keep enable it to protect its licensee rights under the non-prosecuting party reasonably informed regarding Patents and under the Technology against any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action infringement or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partysuspected infringement.

Infringement by Third Parties. In the event that Novavax Gene Logic or the Company P&GP becomes aware of any actual or has reasonable suspicions of third party activities in the Territory that could constitute threatened infringement of the Novavax Patents any Patent Right, copyright, trademark, trade secret or Patents other intellectual property right of either party which claims an Invention or Joint Invention, 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 party, and the parties shall (a) promptly discuss how to proceed in connection with such actual or threatened infringement and (b) use their best efforts in cooperating with each other to terminate such infringement without litigation, as appropriate and commercially reasonable. Gene Logic shall have the right, at its option and expense, to determine how to proceed in connection with any such actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right with respect to which Gene Logic is the Responsible Party, and P&GP shall have the right, at its option and expense, to determine how to proceed in connection with any such actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right with respect to which P&GP is the Responsible Party. Notwithstanding the foregoing, in the event of any actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right which claims a [...***...], which infringement interferes with any of the rights granted to [...***...] under Section 4.5(c) but does not interfere with [...***...] use of such third Patent Right, copyright, trademark, trade secret or other intellectual property right, then Gene Logic[...***...] shall have the right, at its option and expense, to determine how to proceed in connection with any such actual or threatened infringement. If either party activitiescommences any actions or proceedings (legal or otherwise) pursuant to this Section 4.7, including identification it shall prosecute the same vigorously at its expense and shall not abandon or compromise them or fail to exercise any rights of appeal unless commercially reasonable to do so without giving the third other party and delineation of the facts relating right to take over the prosecuting party's conduct at such third other party's own expense. Neither party activities. The Company shall have the right (but shall not be obligated) to enforce settle any patent infringement litigation under this Section 4.7 in a manner that diminishes the Novavax Patents, Novavax Know-How and Developed Know-How against any actual rights or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope interests of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside other party without the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing consent of such 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 other 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 Any recovery realized as a result of any patent infringement action under this Section 4.7 shall belong to the party to (or bringing in its own name) such suit, action or proceeding for who brought the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyaction.

Infringement by Third Parties. 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 Celgene and Novartis shall promptly notify the other parties in writing of any alleged or threatened infringement of any patent included in the Celgene Patent Rights, Novartis Patent Rights or Joint Patent Rights of which they become aware. Both Parties shall use their best efforts in cooperating with each other to terminate such third party activities, including identification of the third party and delineation of the facts relating to such third party activitiesinfringement without litigation. The Company Celgene shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How bring and Developed Know-How against control any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such third party), with respect to infringement of any patent included in the Celgene Patent Rights at the Company’s sole expenseits own expense and by counsel of its own choice. Novavax Novartis shall have the right (but shall not be obligated) to enforce the ROW Patents bring and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against control any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against with respect to infringement of any patent included in the Novartis Patent Rights at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the Party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 9.2(b) shall have the right to bring and control any action or proceeding with respect to such third party)patent, at Novavax’s sole expenseand the Parties shall share equally in the expenses thereof. If With respect to infringement of any patent included in the Company does not enforce the Novavax Patents Celgene Patent Rights that is likely to have a material adverse effect on any Product being developed or Know-How commercialized by Novartis pursuant to a license granted hereunder, if Celgene fails to bring an action or proceeding within (ia) one hundred sixty (10060) days following the notice of alleged infringement or (iib) thirty ten (3010) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an actionactions, whichever comes first, then Novavax Novartis shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Celgene shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. With respect to infringement of any patent included in the Novartis Patent Rights that is likely to have a material adverse effect on any product being developed or commercialized by Celgene pursuant to a license granted hereunder, if Novartis fails to bring an action or proceeding within (but not a) sixty (60) days following the obligation) to enforce the Novavax Patents and Novavax Know-How against any actual or notice of alleged infringement or misappropriation thereof (b) ten (10) days before the time limit, if any, set forth in the Territory appropriate laws and regulations for the filing of such actions, whichever comes first, Celgene shall have the right to bring and control any such action at its own expense and by a third party (counsel of its own choice, and Novartis shall have the right, at its own expense, to be represented in any such action by bringing a suitcounsel of its own choice. With respect to infringement of any patent included in the Joint Patent Rights, if the responsible Party fails to bring an action or proceeding against 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 party)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 first Party shall have the right, 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 its own expense, including by agreeing to be named represented in any such action by counsel of its own choice. In the event a Party brings an infringement action, the other Party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither Party shall have the right to settle any patent infringement litigation under this Section 9.5 in a manner that diminishes the rights or interests of the other Party without prior written consent of such other Party. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any recovery realized as a party result of such litigation, after reimbursement of any litigation expenses of Celgene and Novartis, shall belong to (or bringing in its own name) such suitthe Party who brought the action, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding provided that any such enforcement action recovery realized by Novartis and shall consider in good faith the reasonable comments and suggestions representing damages for lost sales of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action Products shall be retained by the prosecuting partytreated as Net Sales for purposes of this Agreement.

Infringement by Third Parties. In (a) When information comes to the event attention of either Cambridge or SJM to the effect that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement any of the Novavax Patents Intellectual Property of Cambridge 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 SJM related 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 parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory 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 notify the other party in writing within ten Business Days of any such infringement or threatened infringement of which it becomes aware. The Infringed Party shall have the initial right (after consultation with the other party) to take any action to eliminate or minimize the consequences of such infringement or otherwise enforce Infringed Party’s rights and the other party shall, at the Infringed Party’s expense, cooperate with the Infringed Party in any such action. The other party, however, shall have the right to participate, but not as a party, at its own cost in any legal action brought by bringing a the Infringed Party to eliminate or minimize the consequences of any infringement of Intellectual Property of the Infringed Party. If the Infringed Party determines that it is necessary or desirable for the other party to join any such suit, action or proceeding against 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 suit, 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 CompanyInfringed Party’s sole expense. Novavax election, the other party shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses 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, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by either (i) one hundred (100) days following to commence an action against the notice of alleged infringement infringer, at its own expense and in its own name and shall have the right to join Infringed Party as a party plaintiff and Infringed Party shall join in any such action or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws to terminate this Agreement. Infringed Party shall execute all documents and regulations for the filing of such 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 activitiestake all other actions, at the prosecuting other party’s expense, including by agreeing to giving testimony, which may reasonably be named as a party to (or bringing required in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to connection with such suit, action or proceeding. All recoveries received by In the prosecuting event that the other party from 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 such enforcement action settlement thereof (subject to the last sentence of this Section 12(b)), and shall be retained 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 distributed to Infringed Party and the other party in proportion to the loss incurred by each of Infringed Party and the prosecuting other party.. If the other party desires to settle such claim or suit, it shall first give

Infringement by Third Parties. In During the event that Novavax or the Company Term, if either Party becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute any infringement of the Novavax Patents or Patents that issue from Developed Know-How Product Marks by a Third Party including, the existence of conflicting trademarks of Third Parties 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 Party shall promptly notify the other parties Party in writing (enforcement against such infringement, collectively, “Offensive Trademark Infringement Claims”). (i) Arvinas shall have the first right, but not the obligation, to bring an Offensive Trademark Infringement Claim against any such infringement of any Product ▇▇▇▇ in the Shared Territory, and prior to commencing any such suit or action, Arvinas shall consult with Pfizer and shall consider Pfizer’s requests and recommendations regarding such proposed action. If Arvinas does not bring an appropriate action against such infringement of such third party activitiesProduct ▇▇▇▇ within [**] after receiving notice, then Pfizer shall have the right, but not the obligation, to bring an Offensive Trademark Infringement Claim against any Third Party engaged in such infringement. The enforcing Party shall obtain written approval, not to be unreasonably withheld, conditioned or delayed, from the non-enforcing Party prior to naming or joining the non-enforcing Party in such suit or action as co-plaintiff if required to perfect or maintain jurisdiction or standing. The Out-of-Pocket Costs of initiating, enforcing and resolving any such Offensive Trademark Infringement Claim in the Shared Territory shall be borne equally by the Parties so long as [**]. (ii) The non-enforcing Party shall provide reasonable assistance to the enforcing Party with respect to any enforcement activities with respect to a Product ▇▇▇▇ under this Section 9.9(h), including identification of the third party providing access to relevant documents and delineation of the facts relating to such third party activities. The Company other evidence, making its employees reasonably available during business hours. (iii) Arvinas shall have the right (to settle an Offensive Trademark Infringement Claim brought by it with respect to a Product ▇▇▇▇ in the Shared Territory without Pfizer’s consent, but shall consider Pfizer’s comments in good faith; provided that such settlement does not be obligateddiminish the rights or interests of Pfizer nor impose any liability on Pfizer in which case Arvinas shall need Pfizer’s prior written consent. (iv) Notwithstanding the foregoing in this Section 9.9(h), the Single Commercialization Party in a Single Party Region shall have the first right, but not the obligation to enforce the Novavax Patents, Novavax Know-How and Developed Know-How bring an Offensive Trademark Infringement Claim against any actual or alleged such infringement or misappropriation thereof of any Product ▇▇▇▇ in any country in the Territory by a third party (by bringing a suitSingle Party Region, action or proceeding against and prior to commencing any such third party)action, at such Single Commercialization Party shall consult with the Companyother Party and shall consider the other Party’s sole expensecomments in good faith. Novavax The Single Commercialization Party shall have the right (but to settle an Offensive Trademark Infringement Claim in such country in the Single Party Region, provided that it shall not be obligated) to enforce settle such Offensive Trademark Infringement Claim in a manner that diminishes the ROW Patents and ROW Know-How within the scope rights or interests of the licenses granted other Party, imposes any liability on the other Party, or would be expected to Novavax result in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside adverse effect on any Product Marks in the Territory by a third party (by bringing a suitShared Territory, action or proceeding against in each case, without the prior written consent of such third party), at Novavax’s sole expenseother Party. If the Company Single Commercialization Party does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice bring an appropriate Offensive Trademark Infringement Claim against such infringement of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth such Product ▇▇▇▇ in such country in the appropriate laws and regulations for the filing of such an action, whichever comes firstSingle Party Region within [**] after receiving notice, then Novavax the other Party shall have the right (right, but not the obligation) obligation to enforce the Novavax Patents and Novavax Know-How bring an appropriate suit or action against any actual or alleged infringement or misappropriation thereof Third Party engaged in the Territory by a third party (by bringing a suit, action or proceeding against such party), at Novavax’s sole expenseinfringement. The nonOut-prosecuting party of-Pocket Costs of initiating, enforcing and resolving any such Offensive Trademark Infringement Claim in a country in a Single Party Region shall reasonably cooperate with be borne equally by the prosecuting party in such enforcement activities, at Parties so long as both Parties consented to the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of Offensive Trademark Infringement Claim and if the non-prosecuting party enforcing Party did not consent then solely by the enforcing Party. (v) Any amounts recovered in an Offensive Trademark Infringement Claim pursuant to this Section 9.9(h) with respect to infringement of a Product ▇▇▇▇, whether by settlement or judgment, shall first be used to reimburse the costs incurred by the Parties, with the remainder split between the Parties as follows: (A) if required for such enforcement action is with respect to proceed. The prosecuting party shall keep Offensive Trademark Infringement Claim in the Shared Territory or in a Single Party Region in which the Parties consented to the Offensive Trademark Infringement Claim, then the remaining recoveries will be split between the Parties equally (50:50). (B) if such enforcement is with respect to Offensive Trademark Infringement Claim in a country in a Single Party Region in which the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith enforcing Party did not consent to the reasonable comments and suggestions of Offensive Trademark Infringement Claim, then the non-prosecuting party related remaining recoveries will be awarded to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyenforcing Party.

Infringement by Third Parties. In the event that Novavax either party reasonably believes that a Third Party is or may be infringing, encroaching or violating any Patent within 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”)AnorMED Patents, then such party shall promptly notify the other parties party in writing of such third infringement, encroachment or violation, and the following shall apply: (a) 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 an obligation, to take or not take whatever action it believes appropriate, and (ii) if NeoRx 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 AnorMED, AnorMED may take such legally permissible action as it deems necessary or appropriate to enforce such Patent within the AnorMED Patents and restrain such infringement; (b) in the event of any infringement, encroachment or violation of any Patent within the AnorMED Patents in a country for which NeoRx has discontinued prosecution or maintenance of such Patent under Subsection 10.1(b): (i) AnorMED, in its sole discretion, shall have the first right, but not an obligation, to take or not take whatever action it believes appropriate, 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 restrain such infringement; (c) the party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company taking action against an alleged infringer shall have the right to control such action and shall bear all legal expenses (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How including court costs and Developed 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 third partylegal fees), at the Company’s sole expense. Novavax but it shall have no right to settle any dispute in any manner which would abridge the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope reserved rights of the licenses granted other party under this Agreement. By way of example and not by way of limitation, neither party may stipulate or admit to Novavax in Section 2.2 against the invalidity or unenforceability of any actual or alleged infringement or misappropriation thereof outside patent. Before any action is taken by either party which could abridge the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such 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 suit, action or proceeding for the benefit rights of the non-prosecuting other party if required for such enforcement hereunder, the parties agree to consult, in good faith, with a goal of adopting a mutually satisfactory position; and (d) the party taking action to proceed. The prosecuting party shall keep the non-prosecuting other party reasonably fully informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related actions and positions taken or proposed to be taken by it and the actions and positions taken by all other parties to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partylitigation.

Infringement by Third Parties. In the event (i) The Party first having knowledge 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 any (x) Ardelyx Controlled Patents or Patents (y) KHK Controlled Patents, in each case, claiming or covering inventions that issue from Developed Know-How in the Territoryare necessary or useful to Exploit a Licensed Compound or Licensed Product, is infringed, or with respect to ROW Patents anywhere in the worldmisappropriated by a Third Party, or misappropriation suspected of the Novavax Know-How being infringed 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 misappropriated by a Third Party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of Party thereof in writing. Such notice shall set forth the facts relating 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 such third party activitiesinstitute, prosecute, and control any action or proceeding or negotiation of any settlements at its expense with respect to any infringement of Ardelyx Controlled Patents, by counsel of its own choice. The Company 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 so desires by counsel of its own choice. If necessary, at Ardelyx’s discretion, KHK agrees (but shall i) 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 be obligatedto institute and prosecute an action or proceeding or to conduct such negotiation to ▇▇▇▇▇ such infringement, within a period of [***] ([***]) to enforce days after both Parties become aware of the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof suspected infringement, then Ardelyx shall discuss with KHK the reasons for this decision. KHK shall then have the right, but not the obligation, to institute, prosecute, and control any such action in the Territory by at its expense (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 order for KHK to control, file, and prosecute the suit as may be 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 third co-party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax with Ardelyx) shall have the right (but 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 obligatedwithheld, 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) to enforce 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 ROW Patents sole cost and ROW Know-How within the scope expense of KHK. Ardelyx shall not grant a registered exclusive license (a senyo jisshiken under Section 77 of the licenses granted to Novavax Japanese Patent Law) in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party to any Third Party with respect to the Ardelyx Controlled Patents. (by bringing a suitiii) 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 against or negotiation of any settlements at its 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 third party)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 NovavaxKHK’s sole 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 the Company does KHK elects not enforce the Novavax Patents to institute and prosecute an action or Know-How by proceeding or to conduct such negotiation to ▇▇▇▇▇ such infringement, within a period of [***] (i) one hundred (100[***]) days following after both Parties become aware of the notice 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 have occurred) shall then have the right, but not the obligation, to institute, prosecute, and control any such action at its expense (but with respect to KHK [***] Patents, only to the extent Patent is a KHK [***] Patent). In such case, KHK, [***] shall give Ardelyx (or (iiits licensee, as the case may be) thirty (30) days before any needed authority in order for Ardelyx or its licensee to control, file, and prosecute the time limitsuit as may be necessary; provided, if anyhowever, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax that KHK shall have the right to participate at its expense in such action as a party plaintiff 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 (but not the obligationi) to enforce the Novavax Patents and Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory under this Section 8.04(a)(iii) may be entered into without the consent of Ardelyx and KHK, which consent shall not be withheld, delayed or conditioned unreasonably, and (ii) outside of the 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 third party Party bringing suit in the exercise of rights under Section 8.04(a)(ii) and (by bringing a suit, action or proceeding against such party), at Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with iii) (including without limitation 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action internal costs and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related expenses specifically attributable to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action ) shall be retained by reimbursed first out of any damages or other monetary awards recovered in favor of the prosecuting partyParties. If such recovery is insufficient to reimburse the costs of KHK, KHK’s licensor, Ardelyx and Ardelyx’s licensor or licensee, if applicable, then [***]. (v) With respect to 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. *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 give written notice to the other Party describing in 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 such Products, or 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 rights 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 is entitled, 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 Novavax 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 (180) days after notice of such infringement has been brought to its attention, DURA shall have the Company becomes aware right, but not the obligation, to institute 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 has reasonable suspicions 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 third party activities in its Affiliates relating to the Territory that could constitute infringement composition or use of the Novavax Patents or Patents that issue from Developed Know-How in the Territoryany Product, or that would materially conflict with respect to ROW Patents anywhere in the worldany terms of this Agreement, or misappropriation of the Novavax Know-How or Developed Know-How in the Territorythat would require a payment by BMS to such Third Party, or with respect that would require the grant of any right or license by BMS to Developed Know-How 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 DURA's expense, in such enforcement. 7.1.3 Regardless of which Party brings an action to enforce a BMS Patent or a Trademark that is subject to the license granted to Novavax being infringed by a Third Party as provided in Section 2.2 anywhere in 7.1.1 or 7.1.2 above, the world (“ROW Know-How”), then such party shall promptly notify Party not bringing the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company action shall have the right (but shall not be obligated) 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 paid to the Novavax Patents, Novavax Know-How and Developed Know-How against any actual or alleged infringement or misappropriation thereof in Party controlling the Territory by a third party (by bringing a suit, action or proceeding against such third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope conduct of the licenses granted litigation. 7.1.4 Upon assignment by BMS of a Trademark to Novavax DURA in accordance with Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expense. If the Company does not enforce the Novavax Patents or Know-How by (i) one hundred (100) days following the notice 2.2.2 of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting party.the

Infringement by Third Parties. In Each Party shall promptly report in writing to the event other Party any known or suspected infringement of the GTC Patent Rights or Pharming Patent Rights in the Field and shall provide such other Party with all available evidence supporting such known or suspected infringement. (a) OF THE GTC PATENT RIGHTS. GTC shall have the primary right, but not the obligation, under its own control and at its own expense, to prosecute any Third Party infringement of the GTC Patent Rights and/or to defend the GTC Patent Rights in any declaratory judgment action brought by a Third Party which alleges invalidity, unenforceability, or non-infringement of the GTC Patent Rights. Prior to commencing any such action that Novavax will affect Pharming's ability to manufacture, use, sell or offer to sell Pharming Licensed Products in the Company becomes Field, GTC shall consult with Pharming and consider the views of Pharming regarding the advisability of the proposed action. Pharming shall offer reasonable assistance to GTC in connection herewith at no charge to GTC except for reimbursement of reasonable out-of-pocket expenses, including, without limitation, reasonable attorneys' fees, incurred in rendering such assistance. If GTC recovers any damages, by way of settlement or otherwise, in connection with such prosecution or defense, such recovery shall be retained by GTC. Should GTC elect not to prosecute any infringement or defend any declaratory judgment action hereunder within sixty (60) days of becoming aware of or has reasonable suspicions being notified of third party activities in the Territory that could constitute such 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”)action, then such party shall promptly notify the other parties of such third party activities, including identification of the third party and delineation of the facts relating to such third party activities. The Company Pharming shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How do so under its own control and Developed Know-How against any actual or alleged infringement or misappropriation thereof at its own expense and in the Territory by a third party (by bringing a suitname of GTC to the extent legally necessary. Prior to commencing any such action, action Pharming shall consult with GTC and consider the views of GTC regarding the advisability of the proposed action. In the event Pharming elects to proceed with any such prosecution or proceeding against defense, GTC shall offer reasonable assistance to Pharming in connection therewith at no charge to Pharming except for reimbursement of reasonable out-of-pocket expenses, including, without limitation, reasonable attorneys' fees, incurred in rendering such third party)assistance. In such an event, at the Company’s sole expense. Novavax Pharming shall have the right to offset against royalties otherwise payable to GTC pursuant to Article 4, up to fifty percent (but shall not be obligated50%) of Pharming's expenses, including, without limitation, reasonable attorney's fees and reimbursements made to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax GTC hereunder, incurred in Section 2.2 against any actual such prosecution or alleged infringement or misappropriation thereof outside the Territory by a third party (by bringing a suit, action or proceeding against such third party), at Novavax’s sole expensedefense. If the Company does not enforce the Novavax Patents Pharming recovers any damages, by way of settlement or Know-How by (i) one hundred (100) days following the notice of alleged infringement otherwise, in connection with such prosecution or (ii) thirty (30) days before the time limitdefense, if anysuch recovery shall be used first to reimburse Pharming for its expenses, set forth in the appropriate laws and regulations second to reimbursing GTC for the filing of such an action, whichever comes first, then Novavax shall have the right (but not the obligation) any royalties withheld pursuant 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 partythis Section 5.3(a), 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, action or proceeding. All Any remaining recoveries received by the prosecuting party from any such enforcement action shall be retained by the prosecuting partyPharming.

Infringement by Third Parties. 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 5.1 The parties shall promptly notify one another of all actual or suspected infringements or other unauthorised use of the other Licensed Patents of which they become aware. (a) In connection with any infringement or unauthorised use of the Licensed Patents affecting or potentially affecting the interests of both parties, the parties shall consult with one another and, acting reasonably, take such action as they mutually decide. The parties shall mutually determine and agree in writing as to which party shall control the conduct of such third action, and the proportionate share to be paid by each party activitiesof all costs and expenses of such action. Each party shall be entitled to 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 identification of the third party reasonable attorneys’ fees and delineation of the facts relating to costs) incurred in prosecuting such third party activities. The Company enforcement action; (b) Second, any amounts remaining shall have the right be allocated as follows: (but shall not be obligateda) to enforce the Novavax PatentsParty bringing such suit or proceeding or taking such other legal action, Novavax Know-How and Developed Know-How against one hundred percent (100%) (b) if the suit is brought jointly, fifty percent (50%) to each Party. If a Party brings any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, such action or proceeding against hereunder, the other Party agrees to be joined as party plaintiff if necessary to prosecute such third party)action or proceeding, at and to give the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any actual or alleged infringement or misappropriation thereof outside the Territory by a third party (by Party bringing a suit, such action or proceeding against such third party)reasonable assistance and authority to file and prosecute the suit; provided, at Novavax’s sole expense. If however, that neither Party shall be required to transfer any right, title or interest in or to any property to the Company does not enforce the Novavax Patents other Party or Know-How by (i) one hundred (100) days following the notice of alleged any Third Party to confer standing on a Party hereunder. 5.2 OXiGENE elects to take no action in connection with any infringement or (ii) thirty (30) days before the time limitunauthorised use that materially affects rights granted to Active under this Agreement, and if anyActive determines that such action should be taken, set forth 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 appropriate laws Licensed Products in connection with the infringement or unauthorised use and regulations 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 filing 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 an action, whichever comes first, then Novavax shall have the right (but not the obligation) to enforce the Novavax Patents bear all costs 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 expenses of 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 suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related be entitled to all recoveries or compensation which results from such suitaction, action or proceeding. All recoveries received by the prosecuting party from any such enforcement action provided OXiGENE shall be retained by paid any Royalty due but for the prosecuting partyinfringement or the legal action related thereto.

Infringement by Third Parties. In the event that Novavax or the Company CPLB becomes aware of or has reasonable suspicions of third party 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”)Licensed Rights and/or CPLB Licensed Rights, then such party Party shall promptly notify the other parties Party of such third party Third Party activities, including identification of the third party such Third Party and delineation of the facts relating to such third party Third Party activities. The Company shall have the right (but shall not be obligated) to enforce the Novavax Patents, Novavax Know-How and Developed 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 third party), at the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof outside in the Territory by a third party Third Party (by bringing a suit, action or proceeding against such third partyThird Party), at Novavax’s ' sole expense. If the Company Novavax does not enforce the such Novavax Patents or Know-How Licensed Rights and/or CPLB Licensed Rights by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then Novavax CPLB shall have the right (but not the obligation) to enforce the such Novavax Patents and Novavax Know-How Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof in the Territory by a third party Party (by bringing a suit, action or proceeding against such party), at Novavax’s CPLB's sole expense; provided, however, in the event Novavax does not enforce such Novavax Licensed Rights, CPLB shall obtain Novavax’ prior written consent before it may enforce such Novavax Licensed Rights. The non-prosecuting party Party shall reasonably cooperate with the prosecuting party Party in such enforcement activities, at the prosecuting party’s Party's expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party Party if required for such enforcement action to proceed. The prosecuting party Party shall keep the non-prosecuting party Party reasonably informed regarding any such enforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party Party related to such suit, action or proceeding. All recoveries received by the prosecuting party Party from any such enforcement action shall be retained by the prosecuting partyParty.