Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other 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 infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENE.

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other 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 infringement of a Biosearch Patent or Joint Patent within the Field 7.1 Licensor and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. Biosearch Licensee each shall have the right to participate protect the rights to the Licensed Products, Patent Rights and Licensed Know How granted herein in the territory in which such action 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 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 be represented by counsel consult with one another in an effort to determine whether a reasonably prudent person would institute litigation to enforce the Licensed Product, Patent Rights and Licensed Know How in question in light of its own choice. Biosearch shall have the primary rightall relevant business and economic factors (including, but not limited to, the obligationprojected 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 possible adverse outcome on Licensor or 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 has occurred, at its sole option, may file suit or take such other action as such Party deems appropriate to instituteenforce the Licensed Product, prosecute, Patent Rights and control any action or proceeding with respect to such infringement Licensed Know How Licensed hereunder on behalf of Biosearch Patents or Joint Patent occurring within itself and the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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 thereinParty. If the Party primarily responsible for bringing suit under this Section 10.5(a) (in whose territory the "Responsible Party") fails infringement has occurred shall determine not to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringementtake any such enforcement action, then and only then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party may file suit or take such other action as it deems appropriate to enforce the Licensed Product, Patent Rights and Licensed Know How on behalf of itself and the other Party. Notwithstanding the foregoing, in the 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 have file suit or take such other action as it deems appropriate to enforce the right Licensed Product, Patent Rights and Licensed Know How. If the Party in whose territory the infringement has occurred fails to bring take action to enforce the Licensed Product, Patent Rights and control the Licensed Know How as required by the Third Party License, then the provisions of Section 6.5 above relating to a breach under the Third Party License shall apply. 7.4 Any money damages recovered for an infringement shall go to the Party bringing and maintaining the enforcement action or otherwise terminating the infringement. 7.5 In any such action by counsel of its own choiceenforcement action, including a suit or dispute involving an infringement the Parties shall cooperate fully, and upon the Responsible Party shall have request and at the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses expense of the Party bringing suit against the infringer, the other party shall make available to the Party bringing suit at reasonable times and under this Section (including appropriate conditions all relevant personnel, records, papers, information, samples, specimens, and the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered like which are in favor of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENEits possession.

Infringement by Third Parties. If any Biosearch Patent (a) In the event that either Party becomes aware of actual or GENE Patent is infringed suspected infringement of Aelis Patents, Joint Patents or misappropriation of Aelis Know-How by a Third Party, such Party in shall promptly provide written notice thereof to the Territory in connection with other Party, provided that if Aelis is the manufacturereceiving Party for such notice, importAelis 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, useincluding the defence of declaratory judgement actions or counterclaims challenging the validity or enforceability of the Aelis Patents, sale Joint Patents or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement")Aelis Know-How, the Party to this Agreement first having knowledge of such infringement following provisions in Section 11.3.2 shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. GENE apply. (b) Indivior shall have the primary first right to send written notices, warnings, or claims of infringement to such Third Party that may be infringing or misappropriating the (i) Aelis Patents, (ii) Joint Patents inside of the Field or (iii) Aelis Know- How (“Indivior Infringement Actions”). Indivior shall have the first right, but not the obligation, to instituteinstitute and prosecute Indivior Infringement Actions, prosecute 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 control Aelis, including any action counterclaims challenging the validity or proceeding with respect 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 infringement of a Biosearch Patent Third Party that may be infringing or misappropriating the Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and Patents outside of the FieldField (“Aelis Infringement Actions,” together with Indivior Infringement Actions, by counsel of its own choice. Biosearch shall have “Infringement Actions”) and the right to participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary first right, but not the obligation, to instituteinstitute and prosecute Aelis Infringement Actions, prosecuteincluding 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, and control including any action counterclaims challenging the validity or proceeding with respect to such infringement enforceability of Biosearch the Joint Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. Solely within the Territory with respect to Biosearch Patents other than Joint Patents and anywhere in the World with respect to Joint Patents, GENE 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 participate institute any such suit, including by using commercially reasonable efforts to obtain any necessary joinder and/or cooperation in any such action brought by Biosearch pursuant to the foregoing sentence and to be represented by counsel of its own choice therein. or proceeding from applicable Third Parties. (e) If the Party primarily responsible for bringing suit under this Section 10.5(a) (with the "Responsible Party") fails first right to bring an be the Controlling Party does not initiate such action or proceeding within a period of ninety (9060) days after having knowledge of that infringementbecoming aware of a notice of such infringement or misappropriation (but no less than ten (10) Business Days before the expiry of any statutory timeline for taking action), then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, 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 bring and control settle any Infringement Claim without consent of the other Party, unless such action by counsel 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 its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action Party’s rights) or proceeding hereunder, subjects the other Party agrees to be joined as a party plaintiff and to give any obligations, which, in each such case, the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses consent of the other Party bringing 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 under brought by a Party pursuant to this Section 11.3.2, such amounts shall be allocated as follows: (including the internal costs and expenses specifically attributable to said suiti) each Party shall be reimbursed first out of any damages or for its out-of-pocket expenses incurred in connection with such litigation, including reasonable attorneys’ fees and disbursements, court costs and other monetary awards recovered in favor of litigation expenses, if any, and (ii) the Parties. Any remaining damages balance, (x) if Indivior is the Controlling Party, shall be split in accordance retained by Indivior, with each Indivior paying a Royalty on such recovery as if such recovery were Net Sales of Licensed Product hereunder, (y) if Aelis is the Controlling Party's interest therein. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5(a) may , shall be entered into without the joint consent of Biosearch and GENEretained by Aelis.

Infringement by Third Parties. If Each Party shall notify the other of any Biosearch infringement or possible infringement of the Licensed Patent or GENE Patent is infringed Rights in the Territory by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge promptly after it becomes aware of such infringement shall promptly notify the other in writinginfringement. The notice shall set forth the facts of that infringement in reasonable detail. GENE shall Anthera (or its Affiliate or sublicensee, as applicable) will have the primary right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within in the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the FieldLicensed Patent Rights (an “Enforcement Action”), by counsel of its own choice. Solely within the Territory with respect to Biosearch Patents other than Joint Patents and anywhere in the World with respect to Joint Patents, GENE Lilly shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and right, at its own expense, to be represented by counsel of its own choice therein. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control 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 action or proceeding and the Responsible Party shall consult with Lilly regarding Anthera’s planned course of action. Lilly shall have the right option to participate assign to Anthera its ownership interest in any patent applications or patents at issue prior to the initiation by Anthera of an infringement action or proceeding with respect to such patent applications or patents. Lilly shall provide reasonable assistance and cooperation to Anthera at Anthera’s expense and may, at their sole discretion and expense and by counsel of their choice, join in such Enforcement Action. If Anthera does not institute an Enforcement Action within (a) [***] following written notice of alleged infringement and request by Lilly to initiate such action, or (b) [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Lilly shall have the right, but not the obligation, to bring and control any such action or proceeding at its own expense and be represented by counsel of its own choice. In such event, Anthera shall provide reasonable assistance and cooperation to Lilly in connection with such Enforcement Action at Lilly’s expense. If a Responsible Party brings Lilly institutes an Enforcement Action, Anthera shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Any damages, settlement amounts, or proceeding hereunderother consideration resulting from any such 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 other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to controlremainder (after reimbursement of fees, file and prosecute the suit as necessary. The costs and other expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor related thereto of the Parties. Any remaining damages shall ) will be 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 deemed to be entered into without the joint consent of Biosearch and GENENet Sales subject to applicable royalty obligations.

Infringement by Third Parties. If (a) In the event that either EC or CRISPR becomes aware of any Biosearch Patent infringement or GENE Patent is infringed threatened infringement in the CRISPR Field or Tracr Field by a Third Party in the Territory in connection with the manufactureof any Patent Right, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement party shall promptly notify the other party in writingwriting to that effect. The notice shall set forth To the facts of extent that infringement in reasonable detail. GENE it is legally permitted to do so, CRISPR shall have the primary right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. Biosearch shall have the first right to participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, bring and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint any Patent occurring Right within the Territory that is outside of CRISPR Field or the Tracr Field, or occurring anywhere else in the world both within at its own expense and outside of the Field, by counsel of its own choice. Solely within EC will at CRISPR’s expense join and cooperate fully in such action if EC is required to do so by CRISPR and shall request that ERS and Tracr shall join and cooperate fully in such action if and to the Territory extent appropriate, all at CRISPR’s expense. CRISPR shall keep EC fully informed and up to date with respect to Biosearch Patents other than Joint Patents such infringement actions and anywhere in the World with respect to Joint Patents, GENE shall take into account any reasonable suggestions made by EC. EC shall have the right if she chooses, to participate in such action brought by Biosearch pursuant to join the foregoing sentence and 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. In addition, if the infringement relates to both the CRISPR Field and the ERS Field, ERS 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 thereinchoice, and to review and comment on any papers filed during such action, and if the infringement relates to both the CRISPR Field and the Tracr Field. If Tracr shall have the Party primarily responsible for bringing suit 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. EC may, if she wishes, delegate the performance of any participation rights and activities under this Section 10.5(a5.5(a) to ERS. (the "Responsible Party"b) If CRISPR fails to bring an am such action or proceeding within a period (i) […***…] following the notice of ninety alleged infringement or (90ii) days after having knowledge […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of that infringementsuch actions, thenwhichever comes first, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party then EC shall have the right to bring and control any such action at her own expense and by counsel of its her own choice. CRISPR shall join and cooperate fully in such action, and the Responsible Party at EC’s expense. CRISPR shall have the right right, at its own expense, to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings choice in any such action brought by EC. 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(b) shall be exercisable only by EC and may not be extended to ERS or Tracr. [***] = 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. (c) In the event EC brings any infringement action in accordance with Section 5.5(b), CRISPR shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney or being named as a party. (d) 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 parties in connection with a cost-sharing arrangement, any recovery realized by a party as a result of any action or proceeding hereunderpursuant to this Section 5.5, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to controlwhether by way of settlement or otherwise, file and prosecute the suit as necessary. The costs and after reimbursement of any litigation expenses of the Party bringing suit parties, shall be retained by the party that brought and controlled such action for purposes of this Agreement; provided, however, that any recovery realized by CRISPR as a result of any action brought and controlled by CRISPR pursuant to this Section 5.5, after reimbursement of the parties’ litigation expenses, shall be treated as Sublicensing Revenues for purposes of Section 3.5. (e) To the extent that any infringement relates to both the CRISPR field and the ERS Field, CRISPR shall agree a coordinated approach with ERS, and CRISPR and ERS shall cooperate with respect to any enforcement proceedings. To the extent that any infringement relates to both the CRISPR Field and the Tracr Field, CRISPR shall agree a coordinated approach with Tracr, and CRISPR and Tracr shall cooperate with respect to any enforcement proceedings. In addition, to the extent that any enforcement proceedings relate to Overlapping Patent Rights, CRISPR shall consult with ERS and take reasonable account of ERS’ comments. In respect of any proceedings brought by CRISPR as referred to in this Section 5.5(e), CRISPR shall keep EC fully informed and up to date and shall take into account any reasonable suggestions made by EC. (f) Defense of the validity or enforceability of any claim of the Patent Rights asserted in an infringement action under this Section (including the internal costs and expenses specifically attributable to said suit) 5.5 shall be reimbursed first out of any damages or other monetary awards recovered in favor at the sole expense and control of the Parties. Any remaining damages party bringing the infringement action, subject to the provisions of Article 9; and provided, however, that each party shall reasonably inform and consider the other’s input and, in addition, CRISPR shall consider the input of ERS to the extent ERS’ interest in the Patent Rights could be 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 joint consent of Biosearch and GENEaffected.

Infringement by Third Parties. If (a) Each Party shall promptly give the other Party notice of any Biosearch Patent actual or GENE Patent is infringed threatened infringement of any ACSB Existing IP or BGM Existing IP by a any Third Party in the Territory in connection with the manufacturethat comes to such Party’s attention. The Parties will thereafter consult and cooperate fully to determine a course of action, importincluding, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement")without limitation, the commencement of legal action by any Party to this Agreement first having knowledge of against any such infringement shall promptly notify the other in writingThird Party. The notice shall set forth the facts of that infringement in reasonable detail. GENE However, BGM shall have the primary right, but not the obligation, first right to institute, initiate and prosecute or control any such legal action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field at its own expense and within the Territory, or of a GENE Patent anywhere in the world both within name of BGM and outside of the FieldACSB provided, by counsel of its own choice. Biosearch however, that Biomed Booster shall have the right to participate in any such legal action and against any such Third Party for infringement of any ACSB Existing IP to be represented by counsel of its own choicethe extent such a right to join exists. Biosearch BGM shall have the primary promptly inform ACSB if BGM elects not to exercise such first right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. Solely within the Territory with respect to Biosearch Patents other than Joint Patents and anywhere in the World with respect to Joint Patents, GENE ACSB thereafter shall have the right but not the obligation to participate in initiate and prosecute such action brought by Biosearch pursuant 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 foregoing sentence 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 represented by counsel of its own choice thereinunreasonably withheld or delayed. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") fails BGM makes no representation or warranty that it will be able to bring an obtain satisfactory results from any such legal action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely and BGM shall have no liability hereunder with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such legal action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action pursued or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessarynot pursued. The costs and expenses of any legal action described herein shall be borne by the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENEthat initiates such action.

Infringement by Third Parties. If 8.9.1 The Licensee shall promptly give UCD full information of any Biosearch Patent actual, threatened or GENE Patent is infringed suspected infringement by a Third Party of the Licensed IP or of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed IP including as follows: (i) that any aspects of the Licensed IP is being attacked whether through validity challenge, revocation application, nullity action, opposition, interference or otherwise; or (ii) 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 Territory rights granted to the Licensee under the Licensed IP; or (iii) 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 connection 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 manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party advice and resources available to this Agreement first having knowledge of such infringement shall promptly notify the other 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 it with respect to such the Third Party Infringement. In any event, before starting any legal action under this Clause 8.9.2, the Licensee 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 of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world is both within and outside of the Field, by counsel of its own choicethe Parties shall also co-operate with UCD’s other licensees (if any) in relation to any such action. Biosearch shall have the right to participate in such Such action and to will be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else brought in the world both within Licensee’s own name and outside of at the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choiceLicensee’s cost, and the Responsible Party shall Licensee will retain all damages awarded or settlement amounts received to reimburse Licensee for all costs and expenses incurred relating to such proceedings which have the right to participate not already been reimbursed in such action court judgment. At the request of the Licensee, UCD shall provide reasonable assistance to the Licensee in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined joining as a party plaintiff 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 give a Third Party Infringement. 8.9.4 The Licensee shall keep UCD advised of the Responsible Party reasonable assistance progress of such proceedings and authority provide UCD with copies of documents used in or prepared for such proceedings (subject to controlensuring that any legal professional privilege in any documents is maintained). 8.9.5 If UCD wishes, file in its sole discretion, to join or assist the Licensee in prosecuting such proceedings, UCD will notify the Licensee of such wish and prosecute in such event shall contribute to the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including proceedings as agreed between the internal Parties, and if no agreement is reached as to costs and expenses specifically attributable as between the Parties, then UCD shall have no obligation to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor contribute to the costs and expenses of the Parties. Any remaining 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, in which case UCD will retain all damages shall be split in accordance with each Party's interest therein. No awarded or settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5(a) may be entered into without the joint consent of Biosearch and GENEamounts received.

Infringement by Third Parties. If In the event either Party becomes aware of any Biosearch Patent or GENE Patent is infringed by a Third Party infringement of the Collaborative Product IP in the Field in the Collaborative Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product an “Infringement"”), the such Party to this Agreement first having knowledge of such infringement shall promptly notify the other Party and the Parties shall confer in writing. The notice shall set forth the facts of that good faith regarding strategy for abating such infringement in reasonable detailview of its potential effect upon the Commercialization of Collaborative Products in the Field in the Collaborative Territory. GENE As between the Parties, Tracon shall have the primary rightfirst right to bring an action for infringement of the Collaborative Product IP in the Field in the Collaborative Territory, at its sole cost and expense, and any recovery realized as a result of any such action or proceeding, whether by way of settlement or otherwise, shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall be treated as Net Sales. Eucure shall have the right (but not the obligation), at its own expense, to instituteparticipate in any such Infringement action and to be represented in any such suit, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territoryproceeding, or of a GENE Patent anywhere in the world both within and outside of the Field, action by counsel of its own choice. Biosearch If Tracon does not elect to bring an enforcement action against such Infringement or does not bring such enforcement action within [***] after receiving notice of such Infringement, Eucure shall have the right but not the responsibility to bring an enforcement action against such Infringement, at its sole cost and expense, and any recovery shall first be used to reimburse the Parties for their costs in connection with such enforcement action and the balance shall retained by Eucure. Each Party shall cooperate at the enforcing Party’s expense with any enforcement action brought against an Infringement and, additionally, shall have the right to participate in such action and to be represented by counsel of with its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of at its own choice. 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 expense subject to the foregoing sentence and to be represented by counsel right of its own choice therein. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control reimbursement from any recoveries from such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENEaction.

Infringement by Third Parties. If (a) With respect to infringement of any Biosearch Patent [ * ] Program Patents or GENE Patent is infringed Research Compound Patents by a Third Party in the Territory in connection with through the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product in any country ("“Competitive Product Infringement"”), the Operations Committee (as defined in Section 3 of Appendix D ) shall determine which Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. GENE shall have the primary right to institute, prosecute and control any action or proceeding with respect to such infringement (with the other Party having the right to participate in such action and be represented, if it so desires, by counsel of its own selection therein), it being the Parties’ general intent that any Competitive Product Infringement of a [ * ] Program Patent or Research Compound Patent in the Sankyo Territory shall be instituted, prosecuted and controlled by Sankyo. If necessary, in any action brought hereunder, the Party not controlling such action agrees to be joined as a party plaintiff and to give reasonable assistance and any needed authority to control, file and to prosecute such action. The Parties shall consult with each other regarding the institution, prosecution and control of any action or proceeding with respect to infringement of any of the [ * ] Program Patents or Research Compound Patents other than Competitive Product Infringement. Each Party’s costs related to patent enforcement (including internal costs and expenses specifically attributable to said patent enforcement) with respect to Competitive Product Infringement shall be [ * ], and any related recoveries shall be [ * ]. (b) With respect to infringement by a Third Party of any Research Compound Patents, Program Patents or Patent Rights through the manufacture, import, use, sale or offer for sale of a product competitive with a Sankyo Product (“Competitive Sankyo Product Infringement”), Sankyo shall have the first right, but not the obligation, to institute, prosecute or and control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within (with Tularik having the Field right to participate in such action and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, be represented if it so desires by counsel of its own choiceselection). Biosearch If Sankyo fails to institute and prosecute an action or proceeding to ▇▇▇▇▇ the infringement within a period of [ * ] after receiving written notice or otherwise having knowledge of the infringement as provided above, then Tularik, if it owns or controls the Patent Right or Program Patent being infringed, shall have the right, but not the obligation, to bring and prosecute any such action; provided, however, that in such event Sankyo 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 not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible necessary, in any action brought pursuant to this Section 10.07(b), the Party brings any not controlling such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and any needed authority to control, file and to prosecute the suit as necessarysuch action. The Each Party’s costs and expenses of the Party bringing suit under this Section related to patent enforcement (including the internal costs and expenses specifically attributable to said suitpatent enforcement) with respect to Competitive Sankyo Product Infringement shall be reimbursed first out of [ * ], and any damages or other monetary awards recovered in favor of the Parties. Any remaining damages related recoveries shall be split in accordance with each Party's interest therein. [ * ]. (c) No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5(a10.07(c) may be entered into without the joint consent of Biosearch both Parties, which consents shall not be withheld unreasonably. (d) If an infringement of Program Patents or Patent Rights by a Third Party could be characterized as both a Competitive Product Infringement and GENEa Competitive Sankyo Product Infringement, the EC shall determine which Party shall have the right to proceed against such Third Party.

Infringement by Third Parties. (a) If either Party becomes aware of any Biosearch infringement, actual or suspected, or any other unauthorized use of the Licensed Patent or GENE Patent is infringed rights by a Third Party infringers in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other 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 infringement of a Biosearch Patent or Joint Patent within the Field and within of Use (a “Field Infringement”), it shall promptly give notice to the Territory, or of a GENE Patent anywhere other Party in writing specifying the world both within and outside particulars of the Fieldunauthorized use. Cara, by counsel of at its own choice. Biosearch sole discretion, shall have the right to participate take whatever action it deems advisable in connection with the Field Infringement (including seeking an injunction and/or damages). Cara shall notify Maruishi of whatever action is taken, or if none is taken. If Cara decides to take action of any kind against the Field Infringement, Cara shall have sole control of the conduct of any such action, but after the consultation with Maruishi. Cara shall bear the entire cost and expense associated with the conduct of any such action, and any recovery or compensation that may be awarded as a result of such action, including but not limited to any settlement that may be reached, shall belong to Cara. Maruishi, if requested by Cara, shall cooperate fully with Cara, at Cara’s expense, in the conduct of any such action. Such cooperation shall not entitle Maruishi to any claim for recovery or compensation in respect thereof, and all such recovery or compensation shall belong solely to Cara, except as provided in the following. In the event Maruishi has any commercial damages and losses directly from Field Infringement by Third Party, Maruishi shall keep Cara informed of them and Cara shall agree to cooperate with Maruishi for a remedy and defense. If required for Maruishi to obtain compensation for any such damages and losses, and/or to obtain an injunction against such Field Infringement, Maruishi shall be entitled to join (or may seek damage or injunction separately from Cara if Cara does not bring the action or if Maruishi cannot join because of the requirement under the Civil Procedures Law in Japan) the action as a plaintiff, at Maruishi’s sole expense, to assert its rights, provided that Cara shall in any event control all defense of the Licensed Patents (including defense against any claims of invalidity or unenforceability) and Maruishi shall not assert any positions in such action and that are contrary to be represented by counsel Cara’s enforcement of its own choiceLicensed Patents in such action. Biosearch Maruishi shall have the primary right, but not the obligation, to institute, prosecute, and control take any action or proceeding actions with respect to any such infringement Field Infringement that materially negatively affects Cara’s rights or interests in the Licensed Patent rights. If Maruishi has any material commercial damages and losses resulting directly from Field Infringement by Third Party, and Cara does not enforce the applicable Licensed Patents against such Field Infringement within [*] of Biosearch Patents or Joint Patent occurring within Maruishi providing Cara documentation demonstrating the Territory that is outside extent of such Field Infringement and of the Fieldharm to Maruishi and written request by Maruishi to take such action, or occurring anywhere else in then Maruishi may enforce the world both within applicable Licensed Patents against such Field Infringement (including seeking an injunction and/or damages), provided that Maruishi keeps Cara fully informed of all activities and outside results of the Fieldsuch action, by counsel of its own choice. Solely within the Territory with respect to Biosearch Patents other than Joint Patents and anywhere in the World with respect to Joint Patents, GENE that Cara shall have the right to participate control the defense against any defenses or counterclaims asserted in such action brought by Biosearch pursuant that challenge the validity or enforceability of the Licensed Patents. Any settlement between the prosecuting Party and a third party of an action against a Field Infringement, which settlement directly or indirectly relates to and negatively impacts the foregoing sentence and Licensed Patents in the Territory, needs the other Party’s prior consent, such consent not to be represented by counsel of its own choice therein. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENEunreasonably withheld.

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement ACADIA and Allergan shall promptly notify the other in writingwriting of any alleged or threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents of which they become aware. The notice Both parties shall set forth the facts of that use their best efforts in cooperating with each other to terminate such infringement in reasonable detailwithout litigation. GENE Allergan shall have the primary right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. Biosearch shall have the first right to participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, bring and control any action or proceeding with respect to such infringement of Biosearch a patent included in the Allergan Patents or Joint Patent occurring within any other patent covering inventions owned either solely by Allergan or jointly by the Territory that is outside parties at its own expense and by counsel of its own choice, and ACADIA shall have the Fieldright, or occurring anywhere else at its own expense, to be represented in any action involving any patent covering inventions owned jointly by the world both within and outside of the Field, parties by counsel of its own choice. 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) (the "Responsible Party") Allergan fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to a patent covering inventions owned jointly by the parties within: (i) […***…] following the notice of alleged infringement occurring inside or (ii) […***…] before the Field time limit, if any, set forth in the appropriate laws and inside regulations for the Territory with respect to infringement filing of patentssuch actions, the other Party whichever comes first, ACADIA shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the Responsible Party Allergan shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. ACADIA shall have the first right to participate bring and control any action or proceeding with respect to infringement of a patent included in such action the ACADIA Patents or any other patent covering inventions owned solely by ACADIA at its own expense and by counsel of its own choice, and Allergan shall have the right, at its own expense, to be represented in any action involving any patent covering inventions owned solely by ACADIA, other than an ACADIA Patent, by counsel of its own choice. If ACADIA fails to bring an action or proceeding with respect to a Responsible Party brings patent, other than an ACADIA Patent, covering inventions owned solely by ACADIA within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Allergan shall have the right to bring and control any such action or proceeding hereunderat its own expense and by counsel of its own choice, and ACADIA shall have the right, at its own expense, to be represented in any such action by counsel 25. of its own choice. In the event a party brings an infringement action, the other Party agrees party shall cooperate fully, including if required to be joined as bring such action, the furnishing of a power of attorney. Neither party plaintiff and shall have the right to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit settle any patent infringement litigation under this Section (including 8.4 in a manner that diminishes the internal costs rights or interests of the other party without the 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 result of such litigation, after reimbursement of any litigation expenses of Allergan and expenses specifically attributable ACADIA, shall belong to said suit) the party who brought the action and shall be reimbursed first out of any damages or other monetary awards recovered in favor treated as Net Sales for purposes of the Parties. Any remaining damages shall be split in accordance with each Party's interest therein. No settlement or consent judgment or other voluntary final disposition royalty provisions of a suit under this Section 10.5(a) may be entered into without the joint consent of Biosearch and GENEAgreement.

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement BASILEA and ASTELLAS shall promptly notify the other in writingwriting of any alleged or threatened infringement of any Patents relating to the Product in any country of which they become aware. The notice shall set forth the facts of that infringement Except as provided below in reasonable detail. GENE this Section 10.5, ASTELLAS shall have the primary first right, but not the obligation, to institute, prosecute or control the prosecution of any infringement described in this Section 10.5 in the Territory and BASILEA shall have such right in the Retained Territory. If ASTELLAS brings any such action or proceeding with respect to such infringement of under a Biosearch BASILEA Patent or a Joint Patent within Patent, BASILEA agrees to be joined as a party plaintiff (and shall procure that any Affiliates will be joined in as a plaintiff as necessary) if necessary to prosecute the Field action or proceeding and within to give ASTELLAS reasonable assistance and authority to file and prosecute the Territory, suit subject to being indemnified by ASTELLAS for all costs and expenses that may be incurred by it or for any amounts that it may be ordered by any court to pay as a result of a GENE Patent anywhere its taking part in the world both proceedings. If BASILEA brings any such action or proceeding under an ASTELLAS Patent or a Joint Patent, ASTELLAS agrees to be joined as a party plaintiff (and shall procure that any Affiliates will be joined in as a plaintiff as necessary) if necessary to prosecute the action or proceeding and to give BASILEA reasonable assistance and authority to file and prosecute the suit subject to being indemnified by BASILEA for all costs and expenses that may be incurred by it or for any amounts that it may be ordered by any court to pay as a result of its taking part in the proceedings. If ASTELLAS does not initiate an infringement action within and outside [***] in the case of an action brought under the Hatch Waxman Act) of learning of the Fieldinfringement, by counsel of its own choice. Biosearch BASILEA 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 not the obligation, to institute, prosecute, and control any action or proceeding with respect to bring such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within a period in respect of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENEBASILEA Core Patents only.

Infringement by Third Parties. If Each party shall promptly provide written notice to the other party during the term of this Agreement of any Biosearch Patent known infringement or GENE Patent is infringed suspected infringement by a Third Party of any FN Patents, and shall provide the other party with all evidence in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of its possession supporting such infringement shall promptly notify the other in writingor unauthorized use or misappropriation. 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 infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within Within a period of ninety (90) days after having knowledge of that infringement, then, solely either party provides or receives such written notice with respect to infringement occurring inside FN Patents ("Decision Period"), Licensee, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action and shall notify the Field Licensors in writing of its decision in writing ("Suit Notice"). If Licensee decides to bring a suit or take action and inside provides a respective Suit Notice, then Licensee may immediately commence such suit or take such action. If Licensee (i) does not in writing advise the Territory with respect Licensors within the Decision Period that it will commence suit or take action, or (ii) fails to infringement commence suit or take action within a reasonable time after providing Suit Notice, then the Licensors shall thereafter have the right, but no obligation, to commence suit or take action and shall provide written notice to Licensee of patentsany such suit commenced or action taken by the Licensors. Upon written request, the party bringing suit or taking action ("Initiating Party") shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to bring and control select counsel for any such suit or action. ANNEX C: Form of License Agreement The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action by counsel shall belong to the Initiating Party. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its own choicebeing a named party to the suit or action. At the Initiating Party’s written request, and the Responsible other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other party shall have the right to participate in such action and be represented in any such suit or action by counsel of its own choicecounsel at its own expense. If The Initiating Party shall not settle, agree to a Responsible Party brings any such consent judgment or otherwise voluntarily dispose of the suit or action or proceeding hereunder, without the written consent of the other Party agrees to party, which consent shall not be joined unreasonably delayed or withheld. Except as otherwise agreed by the parties in connection with any cost-sharing arrangement, any recovery realized as a party plaintiff result of litigation described in this Section 5.5 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees and to give expenses incurred by the Responsible Party reasonable assistance and authority to controlInitiating Party, file and prosecute the suit as necessary. The costs then toward reimbursement of any unreimbursed legal fees and expenses of the other party, and then the remainder will be distributed by allocating 50% of such remainder to the Initiating Party bringing suit under this Section (including and 50% to the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor party holding the Patent being the subject of the Parties. Any remaining damages shall be 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 joint consent of Biosearch and GENElitigation.

Infringement by Third Parties. If ACADIA and Allergan shall promptly notify the other in writing of any Biosearch Patent alleged or GENE Patent is infringed threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents of which they become aware. Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation with each party being responsible for its own out-of-pocket costs, including legal costs. In the event any alleged or threatened infringement by a Third Party in the Territory in connection with the manufactureField cannot be terminated without litigation, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. GENE Allergan shall have the primary first right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 not the obligation, to institute, prosecute, bring and control any action or proceeding with respect to such infringement of Biosearch a patent included in the Allergan Patents or Joint Patent occurring within Collaboration Patents and ACADIA Patents having claims limited to the Territory that is outside of the FieldField or Collaboration Lead Compounds, or occurring anywhere else in the world both within at its own expense and outside of the Field, by counsel of its own choice. Solely within ACADIA shall have the Territory first right to bring and control any action or proceeding with respect to Biosearch Patents other than Joint Patents and anywhere infringements of a patent in the World with respect ACADIA Patents or Collaboration Patents not referred to Joint Patents, GENE in the preceding sentence. The party not bringing the action shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and right, at its own expense, to be represented in any action involving any patent covering inventions owned jointly by the parties by counsel of its own choice thereinchoice. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") either party fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to a patent covering inventions licensed hereunder within: (a) [···***···] following the notice of alleged infringement occurring inside or (b) [···***···] before the Field time limit, if any, set forth in the appropriate laws and inside regulations for the Territory with respect to infringement filing of patentssuch actions, whichever comes first, the other Party 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 Responsible Party party initially declining to bring such action shall have the right right, at its own expense, to participate be represented in any such action and be represented by counsel of its own choice. If In the event a Responsible Party party brings any such action or proceeding hereunderan infringement action, the other Party agrees party shall cooperate fully, including if required to be joined as bring such action, the furnishing of a power of attorney. Neither party plaintiff and shall have the right to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit settle any patent infringement litigation under this Section (including 9.4 in a manner that diminishes the internal costs rights or interests of the other party without the 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 result of such litigation, after reimbursement of any litigation expenses of Allergan and expenses specifically attributable to said suit) ACADIA, shall be reimbursed first out of any damages or other monetary awards recovered in favor of divided between the Parties. Any remaining damages shall be split parties in accordance with each Party's interest therein. No settlement or consent judgment or other voluntary final disposition of a suit under this their relative economic interests as directly related to the royalty payments described in Section 10.5(a) may be entered into without the joint consent of Biosearch and GENE7.4 hereof.

Infringement by Third Parties. If any Biosearch Patent In the event that Novavax or GENE Patent is infringed by a CPLB becomes aware of or has reasonable suspicions of Third Party activities in the Territory in connection with that could constitute infringement or misappropriation of the manufactureNovavax Licensed Rights and/or CPLB Licensed Rights, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the then such Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth Party of such Third Party activities, including identification of such Third Party and delineation of the facts of that infringement in reasonable detailrelating to such Third Party activities. GENE Novavax shall have the primary rightright (but shall not be obligated) to enforce the Novavax Licensed Rights and/or CPLB Licensed Rights 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 Novavax' sole expense. If Novavax does not enforce such Novavax 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 CPLB shall have the right (but not the obligation) to enforce such Novavax Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof in the Territory by a Party (by bringing a suit, to institute, prosecute or control any action or proceeding with respect to against such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territoryparty), or of a GENE Patent anywhere at CPLB's sole expense; provided, however, in the world both within and outside of 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 shall reasonably cooperate with the Fieldprosecuting Party in such enforcement activities, at the prosecuting Party's expense, including by counsel of agreeing to be named as a party to (or bringing in its own choice. Biosearch shall have the right to participate in name) such action and to be represented by counsel of its own choice. Biosearch shall have the primary rightsuit, but not the obligation, to institute, prosecute, and control any action or proceeding with respect 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 infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Fieldsuit, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside proceeding. All recoveries received by the Field and inside the Territory with respect to infringement of patents, the other prosecuting Party shall have the right to bring and control from any such enforcement action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of retained by the Parties. Any remaining damages shall be split in accordance with each prosecuting 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 joint consent of Biosearch and GENE.

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement Roche Bioscience and Axys shall promptly notify the each other in writingwriting of any alleged or threatened infringement of any patent included in the Axys Patent Rights, the Roche Bioscience Patent Rights or the Joint Patent Rights of which it becomes aware. The notice Parties shall set forth the facts of that use their best efforts in cooperating with one another to terminate such infringement in reasonable detailwithout litigation. GENE Axys shall have the primary right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. Biosearch shall have the sole right to participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, bring and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else any patent included in the world both within Axys Patent Rights at its own expense and outside of the Field, by counsel of its own choice. Solely within Roche Bioscience shall have the Territory sole right to bring and control any action or proceeding with respect to Biosearch Patents other than Joint Patents and anywhere infringement of any patent included in the World Roche Bioscience Patent Rights at its own expense and by counsel of its own choice. Roche Bioscience shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included in any Joint PatentsPatent Rights at its own expense and by counsel of its own choice, GENE and Axys shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and to be represented in any action involving such Joint Patent Rights at its own expense and by counsel of its own choice thereinchoice. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") Roche Bioscience fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to any infringement of patentsany Joint Patent Rights within (i) [*] following the notice of alleged infringement or (ii) [*] before the time limit, if any, set forth in the other Party appropriate laws and regulations for the filing of such actions, whichever comes first, Axys shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the Responsible Party Roche Bioscience shall have the right right, at its own expense, to participate be represented in any such action and be represented by counsel of its own choice. If In the event a Responsible Party brings any such action or proceeding hereunderan infringement action, the other Parties shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. No Party agrees shall have the right to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit settle any patent infringement litigation under this Section (including 7.5 in a manner that diminishes the internal costs and expenses specifically attributable rights or interests of another Party or obligates another Party to said suit) shall be reimbursed first out make any payment or take any action without the 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 result of such litigation involving any Joint Patent Rights, after reimbursement of any damages or other monetary awards recovered reasonable litigation expenses of Roche Bioscience, and Axys shall belong to the Party who brought the action. With respect to any recovery net of litigation expenses relative to Joint Patent Rights received by Roche Bioscience, to the extent compensatory for expected but lost sales by Roche Bioscience of a Product, such net recovery shall [*] * "Certain confidential information contained in favor the document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Parties. Any remaining damages shall be split in accordance with each Party's interest therein. No settlement or consent judgment or other voluntary final disposition Securities Exchange Act of a suit under this Section 10.5(a) may be entered into without the joint consent of Biosearch and GENE1934, as amended."

Infringement by Third Parties. If In the event that either Altus or Zogenix becomes aware of any Biosearch infringement or threatened infringement by a Third Party of any, Altus Patent or GENE Joint Patent is infringed in the Territory, it shall promptly notify the other 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 action, including 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 Parties, as soon as reasonably practicable, shall negotiate a mutually agreeable joint defense agreement. (a) As between Altus and Zogenix, Zogenix shall have the first right, but not the obligation, upon written notice to Altus, and in consultation with Altus to initiate, prosecute and control the enforcement of any Altus Product Patent or Joint Patent against infringement by a Third Party in the Territory in connection with through the manufacture, import, use, sale or marketing, sale, offer for sale or import of a product competitive with a Licensed Product ("or a Competitive Product. If Zogenix does not institute a proceeding against such Third Party alleging infringement of the Altus Product Infringement"), Patents or Joint Patents within [***] of a Party's first notice to the other Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. GENE Third Party infringement, then Altus shall have the primary right, but not the obligation, to institute, prosecute or control any institute such an action or proceeding with respect to against such Third Party for infringement of a Biosearch Patent such Altus Product Patents or Joint Patent within the Field Patents. For clarity, if an action includes both Altus Product Patents and within the TerritoryAltus Technology Patents, or of a GENE Patent anywhere in the world both within this Section 6.4(a) shall govern. (b) As between Altus and outside of the FieldZogenix, by counsel of its own choice. Biosearch Altus shall have the right first right, but not the obligation, upon written notice to participate 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 action and Third Party alleging infringement of such Altus Technology Patents within [***] of a Party's first notice to be represented by counsel the other Party of its own choice. Biosearch such Third Party infringement, then Zogenix shall have the primary right, but not the obligation, to instituteinstitute such an action against such Third Party for infringement of any of the Altus Technology Patents; provided, prosecutehowever, 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 control any action or proceeding Altus Technology Patents, Section 6.4(a) shall govern. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) The Party pursuing such infringement action shall furnish the other Party with copies of Biosearch Patents or Joint Patent occurring within the Territory that is outside substantive litigation documents sufficiently in advance of the Fielddue date for such document, permit the other Party to offer its comments thereon before such document is due or occurring anywhere else delivered to the opposing side and consider any such comments in the world both within and outside of the Fieldgood faith, by counsel of its own choiceincorporating such comments if reasonable. 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 For any 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) (6.4, in the "Responsible Party") fails event that either Party is unable to bring an initiate or prosecute such action solely in its own name or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect it is otherwise advisable to infringement occurring inside the Field and inside the Territory with respect to infringement of patentsdo so, the other Party shall will join such action, or agree to have the right to bring and control any such action by counsel of initiated or prosecuted in its name, voluntarily and will execute and cause its Affiliates to execute all documents necessary for the enforcing Party to initiate and maintain such action. Each Party shall at its own choice, and the Responsible Party shall have the right expense promptly give to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit such infringement proceedings such reasonable assistance as the Party bringing the action may reasonably request. (d) The Party instituting any action under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of 6.4 may not enter into any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be split in accordance with each Party's interest therein. No settlement or settlement, consent judgment or other voluntary final disposition of such action that settles a suit 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 other Party, not to be unreasonably withheld by the other Party. (e) The costs of any such action under this Section 10.5(a6.4 (including fees of attorneys and other professionals) shall be borne by the 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 entered into without entitled to the joint consent remaining balance of Biosearch and GENEany such recovery.

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement GENEMEDICINE and BIOJECT shall promptly notify the other in writingwriting of any alleged or threatened infringement of any patent included in the GENEMEDICINE Patent Rights, the BIOJECT Patent Rights or the Joint Patent Rights of which they become aware. The notice shall set forth the facts of that infringement in reasonable detail. GENE GENEMEDICINE shall have the primary right, but not the obligation, right to institute, prosecute or and control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere any patent included in the world both within GENEMEDICINE Patent Rights at its own expense and outside of the Field, by counsel of its own choice. Biosearch BIOJECT shall have the right to participate institute, prosecute and control any action or proceeding with respect to infringement of any patent included in such action the BIOJECT Patent Rights at its own expense and to be represented by counsel of its own choice. Biosearch 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 primary right, but not the obligation, right to institute, prosecute, prosecute and control any action or proceeding with respect to such patent, and the parties shall share equally in the expenses thereof. With respect to infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else any patent included in the world both within and outside Patent Rights of the Fieldeither party, by counsel of its own choice. 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 if 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) (the "Responsible Party") party fails to bring an action or proceeding within a period (a) 60 days following the notice of ninety alleged infringement or (90b) 10 days after having knowledge before the time limit, if any, set forth in the appropriate laws and regulations for the filing of that infringementsuch actions, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patentswhichever comes first, the other Party 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 Responsible Party such party shall have the right right, at its own expense, to participate be represented in any such action and be represented by counsel of its own choice. If In the event a Responsible Party party brings any such action or proceeding hereunderan infringement action, the other Party agrees party shall cooperate fully, including if required to be joined as bring such action, the furnishing of a power of attorney. Neither party plaintiff and shall have the right to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit settle any patent infringement litigation under this Section (including 7.4(b) in a manner that diminishes the internal costs and expenses specifically attributable rights or interests of the other party without the consent of such other party. Except as otherwise agreed to said suit) shall be reimbursed first out by the parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any damages or other monetary awards recovered in favor litigation expenses of GENEMEDICINE and BIOJECT, shall belong to the Parties. Any remaining damages shall be 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 party who brought the joint consent of Biosearch and GENEaction.

Infringement by Third Parties. If ACADIA and Allergan shall promptly notify the other in writing of any Biosearch Patent alleged or GENE Patent is infringed threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents of which they become aware. Both parties shall use their best efforts in cooperating with each other to terminate such infringement without litigation with each party being responsible for its own out-of-pocket costs, including legal costs. In the event any alleged or threatened infringement by a Third Party in the Territory in connection with the manufactureField cannot be terminated without litigation, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing. The notice shall set forth the facts of that infringement in reasonable detail. GENE Allergan shall have the primary first right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 not the obligation, to institute, prosecute, bring *CONFIDENTIAL TREATMENT REQUESTED and control any action or proceeding with respect to such infringement of Biosearch a patent included in the Allergan Patents or Joint Patent occurring within Collaboration Patents and ACADIA Patents having claims limited to the Territory that is outside of the FieldField or Collaboration Lead Compounds, or occurring anywhere else in the world both within at its own expense and outside of the Field, by counsel of its own choice. Solely within ACADIA shall have the Territory first right to bring and control any action or proceeding with respect to Biosearch Patents other than Joint Patents and anywhere infringements of a patent in the World with respect ACADIA Patents or Collaboration Patents not referred to Joint Patents, GENE in the preceding sentence. The party not bringing the action shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and right, at its own expense, to be represented in any action involving any patent covering inventions owned jointly by the parties by counsel of its own choice thereinchoice. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") either party fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to a patent covering inventions licensed hereunder within: (a) [***] following the notice of alleged infringement occurring inside or (b) [***] before the Field time limit, if any, set forth in the appropriate laws and inside regulations for the Territory with respect to infringement filing of patentssuch actions, whichever comes first, the other Party 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 Responsible Party party initially declining to bring such action shall have the right right, at its own expense, to participate be represented in any such action and be represented by counsel of its own choice. If In the event a Responsible Party party brings any such action or proceeding hereunderan infringement action, the other Party agrees party shall cooperate fully, including if required to be joined as bring such action, the furnishing of a power of attorney. Neither party plaintiff and shall have the right to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit settle any patent infringement litigation under this Section (including 9.4 in a manner that diminishes the internal costs rights or interests of the other party without the 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 result of such litigation, after reimbursement of any litigation expenses of Allergan and expenses specifically attributable to said suit) ACADIA, shall be reimbursed first out of any damages or other monetary awards recovered in favor of divided between the Parties. Any remaining damages shall be split parties in accordance with each Party's interest therein. No settlement or consent judgment or other voluntary final disposition of a suit under this their relative economic interests as directly related to the royalty payments described in Section 10.5(a) may be entered into without the joint consent of Biosearch and GENE7.4 hereof.

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("“Competitive Product Infringement"”), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other 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 infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "“Responsible Party"”) fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be split in accordance with each Party's ’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 joint consent of Biosearch and GENE.

Infringement by Third Parties. If Each Party shall promptly report in writing to the other Party any Biosearch known or suspected infringement of the GTC Patent Rights or GENE Pharming Patent is infringed by a Third Party Rights in the Territory in connection Field and shall provide such other Party with the manufacture, import, use, sale all available evidence supporting such known or offer for sale of a product competitive with a Licensed Product suspected infringement. ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writinga) OF THE GTC PATENT RIGHTS. The notice shall set forth the facts of that infringement in reasonable detail. GENE GTC shall have the primary right, but not the obligation, under its own control and at its own expense, to institute, prosecute or control any action or proceeding with respect to such Third Party infringement of the GTC Patent Rights and/or to defend the GTC Patent Rights in any declaratory judgment action brought by a Biosearch Patent or Joint Patent within the Field and within the TerritoryThird Party which alleges invalidity, unenforceability, or non-infringement of a GENE the GTC Patent anywhere Rights. Prior to commencing any such action that will affect Pharming's ability to manufacture, use, sell or offer to sell Pharming Licensed Products in the world both within and outside of the 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 counsel way of its own choicesettlement or otherwise, in connection with such prosecution or defense, such recovery shall be retained by GTC. Biosearch Should GTC elect not to prosecute any infringement or defend any declaratory judgment action hereunder within sixty (60) days of becoming aware of or being notified of such infringement or action, then Pharming shall have the right to participate in such action and to be represented by counsel of do so under its own choicecontrol and at its own expense and in the name of GTC to the extent legally necessary. Biosearch Prior to commencing any such action, Pharming shall have consult with GTC and consider the primary right, but not views of GTC regarding the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside advisability of the Fieldproposed action. In the event Pharming elects to proceed with any such prosecution or defense, or occurring anywhere else GTC shall offer reasonable assistance to Pharming in the world both within and outside connection therewith at no charge to Pharming except for reimbursement of the Fieldreasonable out-of-pocket expenses, by counsel of its own choiceincluding, without limitation, reasonable attorneys' fees, incurred in rendering such assistance. Solely within the Territory with respect to Biosearch Patents other than Joint Patents and anywhere in the World with respect to Joint PatentsIn such an event, GENE Pharming shall have the right to participate offset against royalties otherwise payable to GTC pursuant to Article 4, up to fifty percent (50%) of Pharming's expenses, including, without limitation, reasonable attorney's fees and reimbursements made to GTC hereunder, incurred in such action brought prosecution or defense. If Pharming recovers any damages, by Biosearch way of settlement or otherwise, in connection with such prosecution or defense, such recovery shall be used first to reimburse Pharming for its expenses, and second to reimbursing GTC for any royalties withheld 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) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the Responsible Party shall have the right to participate in such action and be represented by counsel of its own choice. If a Responsible Party brings any such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Section (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties5.3(a). Any remaining damages recoveries shall be 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 joint consent of Biosearch and GENEretained by Pharming.

Infringement by Third Parties. If Each party shall promptly provide written notice to the other party during the term of this Agreement of any Biosearch Patent known infringement or GENE Patent is infringed suspected infringement by a Third Party of any LTC Patents, and shall provide the other party with all evidence in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of its possession supporting such infringement shall promptly notify the other in writingor unauthorized use or misappropriation. 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 infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. 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 not the obligation, to institute, prosecute, and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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) (the "Responsible Party") fails to bring an action or proceeding within Within a period of ninety (90) days after having knowledge of that infringement, then, solely either party provides or receives such written notice with respect to infringement occurring inside LTC Patents ("Decision Period"), Licensee, in its sole discretion, shall decide whether or not to initiate a suit or take other appropriate action and shall notify the Field Licensors in writing of its decision in writing ("Suit Notice"). If Licensee decides to bring a suit or take action and inside provides a respective Suit Notice, then Licensee may immediately commence such suit or take such action. If Licensee (i) does not in writing advise the Territory with respect Licensors within the Decision Period that it will commence suit or take action, or (ii) fails to infringement commence suit or take action within a reasonable time after providing Suit Notice, then the Licensors shall thereafter have the right, but no obligation, to commence suit or take action and shall provide written notice to Licensee of patentsany such suit commenced or action taken by the Licensors. Upon written request, the party bringing suit or taking action ("Initiating Party") shall keep the other party informed of the status of any such suit or action and shall provide the other party with copies of all substantive documents and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to bring and control select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including, without limitation, the Initiating Party’s attorneys’ fees, damages and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action by counsel shall belong to the Initiating Party. If the Initiating Party believes it reasonably necessary, upon written request the other party shall join as a party to the suit or action, but shall be under no obligation to participate, except to the extent that such participation is required as the result of its own choicebeing a named party to the suit or action. At the Initiating Party’s written request, and the Responsible other party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other party shall have the right to participate in such action and be represented in any such suit or action by counsel of its own choicecounsel at its own expense. If The Initiating Party shall not settle, agree to a Responsible Party brings any such consent judgment or otherwise voluntarily dispose of the suit or action or proceeding hereunder, without the written consent of the other Party agrees to party, which consent shall not be joined unreasonably delayed or withheld. Except as otherwise agreed by the parties in connection with any cost-sharing arrangement, any recovery realized as a party plaintiff result of litigation described in this Section 5.5 (whether by way of settlement or otherwise) will be first allocated to reimbursement of unreimbursed legal fees and to give expenses incurred by the Responsible Party reasonable assistance and authority to controlInitiating Party, file and prosecute the suit as necessary. The costs then toward reimbursement of any unreimbursed legal fees and expenses of the other party, and then the remainder will be distributed by allocating 50% of such remainder to the Initiating Party bringing suit under this Section (including and 50% to the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in favor party holding the Patent being the subject of the Partieslitigation. Any remaining damages shall be split in accordance with each Party's interest therein. No settlement or consent judgment or other voluntary final disposition ANNEX B: Agreed Form of a suit under this Section 10.5(a) may be entered into without the joint consent of Biosearch and GENE.License Agreement

Infringement by Third Parties. If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement EpiCept and MEDA shall promptly notify the other in writingwriting of any alleged or threatened infringement of any EpiCept Patent of which they become aware. The notice shall set forth the facts of that infringement in reasonable detail. GENE EpiCept shall have the primary right, but not the obligation, to institute, prosecute or control any action or proceeding with respect to such infringement of a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside of the Field, by counsel of its own choice. Biosearch shall have the sole right to participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, bring and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint any EpiCept Patent occurring within outside the Territory that is outside of the Field, or occurring anywhere else in the world both within at its own expense and outside of the Field, by counsel of its own choice. Solely MEDA shall have the first right to bring and control any action or proceeding with respect to infringement of any EpiCept Patent within the Territory with respect to Biosearch Patents other than Joint Patents at its own expense 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 thereinchoice, and EpiCept shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") MEDA fails to contact the alleged infringing party or its counsel within 60 days following the notice from EpiCept of alleged infringement or to bring an any such action or proceeding within a period (a) 180 days following the notice of ninety alleged infringement or (90b) 30 days after having knowledge before the time limit, if any, set forth in the appropriate laws and regulations for the filing of that infringementsuch actions, thenwhichever comes first, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party then EpiCept shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the Responsible Party MEDA shall have the right right, at its own expense, to participate be represented in any such action and be represented by counsel of its own choice. If In the event a Responsible Party party brings any such an infringement action or proceeding hereunderin accordance with this Section 6.3, the other Party agrees party shall cooperate fully, including, if required to be joined bring such action, the furnishing of a power of attorney or being named as a party. Neither party plaintiff and shall have the right to give the Responsible Party reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit settle any patent infringement litigation under this Section 6.3 relating to any EpiCept Patent in the Territory without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Except as otherwise agreed by the parties in connection with a cost-sharing arrangement, any recovery realized as a result of litigation regarding alleged infringement of any EpiCept Patent in the Territory (including whether by way of settlement or otherwise), after reimbursement of any litigation expenses of EpiCept and MEDA, shall be retained by the internal costs party that brought and expenses specifically controlled such litigation for purposes of this Agreement, except that (a) any recovery realized by MEDA as a result of such litigation, after reimbursement of the parties’ litigation expenses, shall, to the extent attributable to said suitlost sales or lost profits with respect to Products, be treated as Net Sales for purposes of this Agreement and (b) any recovery realized by EpiCept as a result of such litigation, after reimbursement of the parties’ litigation expenses, shall be reimbursed first out of any damages or other monetary awards recovered in favor of the Parties. Any remaining damages shall be split in accordance shared equally 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 joint consent of Biosearch and GENEMEDA.

Infringement by Third Parties. If With respect to infringement of any Biosearch Patent or GENE Patent is infringed jointly-owned Program Patents by a Third Party in the Territory in connection with through the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product in any country ("Competitive Product Infringement"), the JDC shall determine which Party shall have the right to this Agreement institute, prosecute and control any action or proceeding with respect to such infringement (with the other Party having the right to participate in such action and be represented, if it so desires, by counsel of its own selection therein), it being the Parties' general intent that any Competitive Product Infringement of a jointly-owned Program Patent in an Exclusive Territory shall be instituted, prosecuted and controlled by the relevant Exclusive Marketing Party. If necessary, in any action brought hereunder, the Party not controlling such action agrees to be joined as a party plaintiff and to give reasonable assistance and any needed authority to control, file and to prosecute such action. The Parties shall consult with each other regarding the institution, prosecution and control of any action or proceeding with respect to infringement of any of the jointly owned Program Patents other than Competitive Product Infringement. Each Party's costs related to patent enforcement (including internal costs and expenses specifically attributable to said patent enforcement) with respect to Competitive Product Infringement of jointly owned Program Patents shall be [*] with any related recoveries [*] (a) If either Party believes in good faith that any Patent Rights owned or controlled by a Party are infringed by a Third Party through Competitive Product Infringement, the Party first having knowledge of such infringement shall promptly notify the other Party in writing. The writing thereof, which notice shall set forth the facts of that such infringement in reasonable detail. GENE If the Party owning or controlling such Patent Right shall have the primary first right, but not the obligation, to institute, prosecute or control any bring an action or proceeding to ▇▇▇▇▇ such infringement in the Co-Promotion Territory, and the Exclusive Marketing Party shall have the first right to bring an action or proceeding to ▇▇▇▇▇ such infringement in the Exclusive Territory. If the Party having the first right hereunder with respect to such a Patent Right fails to institute and prosecute an action or proceeding to ▇▇▇▇▇ the infringement within a period of a Biosearch Patent [*] after receiving written notice or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the world both within and outside otherwise having knowledge of the Fieldinfringement as provided above, by counsel of its own choicethen the other Party shall have the right, but not the obligation, to bring and prosecute any such action if such other Party then has an exclusive or co-exclusive license under the relevant Patent Right pursuant to Article 5. Biosearch In such event, the Party which failed to bring such action agrees to be joined as a party plaintiff and to give the Party bringing such action reasonable assistance and all authority to control, file and prosecute the suit as may be necessary; provided, however, that the Party failing to bring such action shall have the right to participate in such action and to be represented in any such action by counsel of its own choice. Biosearch , [*] The Parties' costs of patent enforcement (including internal costs and expenses specifically attributable to said patent enforcement) and related awards with respect to actions brought under this Section 15.7(b) shall be treated as [*] Any recovery of damages and costs in such action referred to in this Section 15.7(b) for infringement in the Co-Promotion Territory shall be [*] [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. (b) With respect to infringement by a Third Party of any Program Patents or Patent Rights through the manufacture, import, use, sale or offer for sale of a product competitive with an Independent Product ("Competitive Independent Product Infringement"), the Independent Party shall have the primary first right, but not the obligation, to institute, prosecute, prosecute and control any action or proceeding with respect to such infringement of Biosearch Patents or Joint Patent occurring within (with the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. 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 Party having the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and to be represented if it so desires by counsel of its own choice thereinselection). If the Independent Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") fails to bring institute and prosecute an action or proceeding to ▇▇▇▇▇ the infringement within a period of ninety (90) days [*] after receiving written notice or otherwise having knowledge of that infringementthe infringement as provided above, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, then the other Party Party, if it owns or controls the Patent Right or Program Patent being infringed, shall have the right right, but not the obligation, to bring and control prosecute any such action by counsel of its own choiceaction; provided, and however, that in such event the Responsible Independent Party shall have the right to participate in such action and to be represented in any such action by counsel of its own choice. If a Responsible necessary, in any action brought pursuant to this Section 15.7(c), the Party brings any not controlling such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Responsible Party reasonable assistance and any needed authority to control, file and to prosecute the suit as necessarysuch action. The Each Party's costs and expenses of the Party bringing suit under this Section related to patent enforcement (including the internal costs and expenses specifically attributable to said suitpatent enforcement) with respect to Competitive Independent Product Infringement shall be [*] and any related recoveries shall [*] (c) With respect to infringement by a Third Party of any Program Patents through the manufacture, import, use, sale or offer for sale of a product competitive with a product incorporating a Non-Collaboration Compound ("Competitive Non-Collaboration Compound Infringement"), the Party developing or commercializing such Non-Collaboration Compound (the "NCC Party") shall have the first right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to such infringement (with the other Party having the right to participate in such action and be reimbursed first out represented if it so desires by counsel of any damages its own selection). If the NCC Party fails to institute and prosecute an action or other monetary awards recovered in favor proceeding to ▇▇▇▇▇ the infringement within a period of [*] after receiving written notice or otherwise having knowledge of the Partiesinfringement as provided above, then the other Party shall have the right, but not the obligation, to bring and prosecute any such action; provided, however, that in such event the NCC Party shall have the right to participate in such action and to be represented in any such action by counsel of its choice. Any remaining damages If necessary, in any action brought pursuant to this Section 15.7(d), the Party not controlling such action agrees to be joined as a party plaintiff and to give reasonable assistance and any needed authority to control, file and to prosecute such action. Each Party's costs related to patent enforcement (including internal costs and expenses specifically attributable to said patent enforcement) with respect to Competitive Non-Collaboration Compound Infringement shall be split in accordance with each Party's interest therein. [*] and any related recoveries shall [*] (d) No settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.5(a) 15.7 may be entered into without the joint consent of Biosearch both Parties, which consents shall not be withheld unreasonably. (e) If an infringement of Program Patents or Patent Rights by a Third Party could be characterized as both a Competitive Product Infringement and GENEa Competitive Independent Product Infringement, the MC shall determine which Party shall have the right to proceed against such Third Party. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.