Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. (a) ACADIA and Allergan shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents of which they become aware. In the event any alleged or threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan shall have the first right, but not the obligation, to bring and control any action or proceeding, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA shall have the first right to bring and control any action or proceeding with respect to infringements of a patent (i) included in the ACADIA Patents or the Collaboration Patents or (ii) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right, at its own expense and by counsel of its own choice, to be represented in any action involving any patent owned solely by such party or jointly by the parties. If a party fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party within: (i) sixty (60) days following the notice of alleged infringement; or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such other party shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the party initially declining to bring such action shall have the right, at its own expense and by counsel of its own choice, to be represented in any such action. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to 23. bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement action under this Section 10.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, any recovery realized as a result of such action, after reimbursement of any out-of-pocket expenses of Allergan and ACADIA in connection with such action, shall be divided between the parties in accordance with their relative economic interests as directly related to the royalty payments described in Section 8.6 hereof.

Infringement by Third Parties. (a) ACADIA Celgene and Allergan Novartis shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Allergan PatentsCelgene Patent Rights, ACADIA Patents Novartis Patent Rights or Collaboration Patents Joint Patent Rights of which they become aware. In the event any alleged or threatened Both Parties shall use their best efforts in cooperating with each other to terminate such infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan . Celgene shall have the first right, but not the obligation, to bring and control any action or proceeding, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA shall have the first right to bring and control any action or proceeding with respect to infringements infringement of a any patent (i) included in the ACADIA Patents or the Collaboration Patents or (ii) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right, Celgene Patent Rights at its own expense and by counsel of its own choice, . Novartis shall have the right to be represented in bring and control any action involving or proceeding with respect to infringement of any patent owned solely included in the Novartis Patent Rights at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the Party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 9.2(b) shall have the right to bring and control any action or proceeding with respect to such party patent, and the Parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Celgene Patent Rights that is likely to have a material adverse effect on any Product being developed or jointly commercialized by the parties. If Novartis pursuant to a party license granted hereunder, if Celgene fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party within: within (ia) sixty (60) days following the notice of alleged infringement; infringement or (iib) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Novartis shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Celgene shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. With respect to infringement of any patent included in the Novartis Patent Rights that is likely to have a material adverse effect on any product being developed or commercialized by Celgene pursuant to a license granted hereunder, if Novartis fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Celgene shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Novartis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. With respect to infringement of any patent included in the Joint Patent Rights, if the responsible Party fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, 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 party initially declining to bring such action first Party shall have the right, at its own expense and by counsel of its own choiceexpense, to be represented in any such actionaction by counsel of its own choice. In the event a party Party brings an infringement action, the other party Party shall cooperate fully, including if required to 23. to bring such action, the furnishing of a power of attorney. Neither party Party shall have the right to settle any patent infringement action litigation under this Section 10.4 9.5 in a manner that diminishes the rights or interests of the other party Party without the prior written consent of such other partyParty. Except as otherwise agreed to by the parties Parties as part of a cost cost-sharing arrangement, any recovery realized as a result of such actionlitigation, after reimbursement of any out-of-pocket litigation expenses of Allergan Celgene and ACADIA in connection with such Novartis, shall belong to the Party who brought the action, provided that any such recovery realized by Novartis and representing damages for lost sales of Products shall be divided between the parties in accordance with their relative economic interests treated as directly related to the royalty payments described in Section 8.6 hereofNet Sales for purposes of this Agreement.

Infringement by Third Parties. (a) ACADIA Epoch and Allergan Specialty Laboratories shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Allergan Pre-Collaboration Specialty Laboratories Patents, ACADIA Collaboration Specialty Laboratories Patents, Pre-Collaboration Epoch Patents, Collaboration Epoch Patents or Joint Collaboration Patents of which they become aware. In the event any alleged or threatened Both parties shall use their best efforts in cooperating with each other to terminate such infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan . Specialty Laboratories shall have the first right, but not the obligation, right to bring and control any action or proceedingproceeding with respect to infringement of a patent included in the (i) Pre-Collaboration Specialty Laboratories Patents and (ii) Collaboration Specialty Laboratories Patents covering technology not licensed to Epoch pursuant to Section 6.1(b)(ii) hereto, useful solely in the Field, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA . Epoch shall have the first right to bring and control any action or proceeding with respect to infringements of a patent (i) included in the ACADIA (w) Pre-Collaboration Epoch Patents, (x) Collaboration Epoch Patents, (y) Collaboration Specialty Laboratories Patents or the Collaboration Patents covering technology licensed to Epoch pursuant to Section 6.1(b)(ii), or (iiz) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the rightJoint Collaboration Patents, at its own expense and by counsel of its own choice, and Specialty Laboratories shall have the right, at its own expense, to be represented in any action involving any patent covering inventions owned solely by such party or jointly by the partiesparties by counsel of its own choice. If a either party fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party covering inventions licensed hereunder within: (ia) sixty (60) days following the notice of alleged infringement; infringement or (iib) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such the other party shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the party initially declining to bring such action shall have the right, at its own expense and by counsel of its own choiceexpense, to be represented in any such actionaction by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to 23. to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement action litigation under this Section 10.4 9.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, any recovery realized as a result of such actionlitigation, after reimbursement of any out-of-pocket litigation expenses of Allergan Specialty Laboratories and ACADIA in connection with such actionEpoch, shall be divided between the parties in accordance with their relative economic interests as directly related belong to the royalty payments described in Section 8.6 hereofparty who brought the action.

Infringement by Third Parties. (a) ACADIA and Allergan shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents of which they become aware. In the event any alleged or threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan shall have the first right, but not the obligation, to bring and control any action or proceeding, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA shall have the first right to bring and control any action or proceeding with respect to infringements of a patent (i) included in the ACADIA Patents or the Collaboration Patents or (ii) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right, at its own expense and by counsel of its own choice, to be represented in any action involving any patent owned solely by such party or jointly by the parties. If a party fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party within: (i) sixty (60) days following the notice of alleged infringement; or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such other party shall have the right to bring and control any such action at its own expense and by counsel of its own own 23. choice, and the party initially declining to bring such action shall have the right, at its own expense and by counsel of its own choice, to be represented in any such action. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to 23. to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement action under this Section 10.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, any recovery realized as a result of such action, after reimbursement of any out-of-pocket expenses of Allergan and ACADIA in connection with such action, shall be divided between the parties in accordance with their relative economic interests as directly related to the royalty payments described in Section 8.6 hereof.

Infringement by Third Parties. (a) ACADIA Epoch and Allergan Specialty Laboratories shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Allergan Pre-Collaboration Specialty Laboratories Patents, ACADIA Collaboration Specialty Laboratories Patents, Pre-Collaboration Epoch Patents, Collaboration Epoch Patents or Joint Collaboration Patents of which they become aware. In the event any alleged or threatened Both parties shall use their best efforts in cooperating with each other to terminate such infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan . Specialty Laboratories shall have the first right, but not the obligation, right to bring and control any action or proceedingproceeding with respect to infringement of a patent included in the (i) Pre-Collaboration Specialty Laboratories Patents and (ii) Collaboration Specialty Laboratories Patents covering technology not licensed to Epoch pursuant to Section 6.1(b)(ii) hereto, useful solely in the Field, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA . Epoch shall have the first right to bring and control any action or proceeding with respect to infringements of a patent (i) included in the ACADIA (w) Pre-Collaboration Epoch Patents, (x) Collaboration Epoch Patents, (y) Collaboration Specialty Laboratories Patents or the Collaboration Patents covering technology licensed to Epoch pursuant to Section 6.1(b)(ii), or (iiz) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right---------- * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Joint Collaboration Patents, at its own expense and by counsel of its own choice, and Specialty Laboratories shall have the right, at its own expense, to be represented in any action involving any patent covering inventions owned solely by such party or jointly by the partiesparties by counsel of its own choice. If a either party fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party covering inventions licensed hereunder within: (ia) sixty (60) days following the notice of alleged infringement; infringement or (iib) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such the other party shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the party initially declining to bring such action shall have the right, at its own expense and by counsel of its own choiceexpense, to be represented in any such actionaction by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to 23. to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement action litigation under this Section 10.4 9.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, any recovery realized as a result of such actionlitigation, after reimbursement of any out-of-pocket litigation expenses of Allergan Specialty Laboratories and ACADIA in connection with such actionEpoch, shall be divided between the parties in accordance with their relative economic interests as directly related belong to the royalty payments described in Section 8.6 hereofparty who brought the action.

Infringement by Third Parties. (a) ACADIA BMS and Allergan COLLABORATOR shall promptly notify the other in writing of any alleged or threatened infringement of any patent included BMS Patents, COLLABORATOR Patents or Jointly Funded Patents relating to the Collaboration Compounds or Products in the Allergan Patents, ACADIA Patents or Collaboration Patents Territory of which they become aware. In The Party owning or Controlling any such BMS Patent or COLLABORATOR Patent and any Party controlling the event any alleged or threatened infringement enforcement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of such Jointly Funded Patent pursuant to Section 10.4(b9.5(a) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan shall have the first right, but not the obligation, to bring enforce such Patent against any infringement described in this Section 9.5. The Party having any such first right shall notify the other Party in writing as to whether it intends to enforce any such Patent against the infringement as soon as reasonably practicable to allow the other Party sufficient time (if the first Party elects not to initiate an action) to initiate an action and control preserve all remedies, including temporary or preliminary relief, if the other Party elects to do so as provided below. In the case of infringement actions under the ▇▇▇▇▇-▇▇▇▇▇▇ Act or in Canada under the PM(NOC) Regulations (or any action other foreign counterpart), where a legal proceeding must be initiated within forty-five (45) days (or foreign counterpart period) after the initial notice to the patentee, the Party receiving such notice shall notify the other Party within five (5) days of such receipt and provide the paragraph (IV) notice letter (or the applicable foreign equivalent thereof), and the Party having the first right to enforce shall notify the other Party within twenty-one (21) days of such receipt as to whether it chooses to enforce the patent against the infringement. If the Party having the first right to enforce any Patent covered by this Section 9.5, against the infringement chooses not to initiate a legal proceeding, at its own expense the other Party shall have the right, but not the obligation, to initiate such a proceeding, provided that, where the patent is a BMS Patent, the prior Party Written Consent of BMS, and where the patent is a COLLABORATOR Patent, the prior Party Written Consent of COLLABORATOR (in each case, not to be unreasonably withheld [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Securities and Exchange Commission. or delayed) shall be obtained prior to initiation of such a proceeding by the other Party. The Party controlling the enforcement action shall consult with the non-controlling Party on litigation strategy and choice of counsel, and shall make all decisions regarding, and take all actions with respect to, such infringement action in the reasonable best interests of the Collaboration Compounds and Products; provided, that if both Parties’ Patents (and/or one or more Jointly Funded Patents) are involved in any litigation or other action relating to the ▇▇▇▇▇-▇▇▇▇▇▇ Act (or any foreign counterpart), then the Party having control over the composition of matter patent will have the right to determine any litigation strategy and any decisions regarding such infringement. The non-controlling Party shall have the right to be represented by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA shall have the first right to bring and control any action or proceeding with respect to infringements of a patent (i) included in the ACADIA Patents or the Collaboration Patents or (ii) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right, at its own expense and by counsel of its own choice, to be represented in any action involving any patent owned solely by such party or jointly by the parties. If a party fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party within: (i) sixty (60) days following the notice of alleged infringement; or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such other party shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the party initially declining to bring such action shall have the right, at its own expense and by counsel of its own choice, to be represented in any such action. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to 23. bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement action under this Section 10.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. Except as otherwise agreed to by the parties as part of a cost sharing arrangement, any recovery realized as a result of such action, after reimbursement of any out-of-pocket expenses of Allergan and ACADIA in connection with such action, shall be divided between the parties in accordance with their relative economic interests as directly related to the royalty payments described in Section 8.6 hereof.

Infringement by Third Parties. (a) ACADIA and Allergan Each Party shall promptly notify the other in writing of any alleged alleged, suspected or threatened infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents of which they become aware. In the event any alleged or threatened infringement aware of any patent included in the Allergan Axys Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall applyany PPGx Patent Rights. (b) Allergan shall have the first right, but not the obligation, to bring and control any action or proceeding, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA PPGx shall have the first right to bring and control any action or proceeding with respect to infringements infringement of a patent (i) included in the ACADIA Patents or the Collaboration Patents or (ii) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right, any PPGx Patent Rights at its own expense and by counsel of its own choice. In any action or proceeding with respect to an infringement outside the field of Pharmacogenomics of any PPGx Patent Rights (a "Non-Field Infringement"), Axys shall have the right, at its own expense, to be represented in any action involving any patent owned solely by such party or jointly by the partiesNon-Field Infringement action. If a party PPGx fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party within: such Non-Field Infringement within (i) sixty (60) days following the notice of alleged infringement; Non-Field Infringement or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such other party Axys shall have the right to bring and control any such Non-Field Infringement action at its own expense and by counsel of its own choice, and the party initially declining to bring such action PPGx shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (c) Axys shall have the first right to bring and control any action or proceeding with respect to infringement of any Axys Patents at its own expense and by counsel of its own choice. In any action or proceeding with respect to an infringement in the field of Pharmacogenomics of an Axys Patent necessary to make, have made, use, offer to sell or sell any Product (a "Field Infringement"), PPGx shall have the right, at its own expense, to be represented in such Field Infringement action. If Axys fails to bring an action or proceeding with respect to any Field Infringement within (i) sixty (60) days following the notice or alleged Field Infringement or (ii) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, PPGx shall have the right to bring and control any such Field Infringement action at its own expense and by counsel of its own choice, and Axys shall have the right, at its own expense, to be represented in any such action. Field Infringement action by counsel of its own choice. (▇) ▇▇ the event of any infringement of a Patent Right jointly-owned hereunder, the Parties shall promptly discuss and decide the best way to carry out any action or proceeding. (e) In the event a party either Party brings an infringement action, the other party Party shall cooperate fully, including if required to 23. to bring such action, the furnishing of a power of attorney. Neither party Party shall have the right to settle any patent infringement action litigation under this Section 10.4 4.3 in a manner that diminishes the rights or interests interest of the other party Party without the consent of such other partyParty. Except as otherwise agreed to by the parties Parties as part of a cost sharing arrangement, any recovery realized as a result of such actionlitigation, after reimbursement of any out-of-pocket litigation expenses of Allergan PPGx and ACADIA in connection with such actionAxys, shall be divided between the parties in accordance with their relative economic interests as directly related belong to the royalty payments described in Section 8.6 hereofParty who brought the action.

Infringement by Third Parties. (a) ACADIA Elitra and Allergan LG Chem shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Allergan Elitra Patents, ACADIA LG Chem Patents or Collaboration Joint Patents of which they become aware. In the event any alleged or threatened Both parties shall use their best efforts in cooperating with each other to terminate such infringement of any patent included in the Allergan Patents, ACADIA Patents or Collaboration Patents by a Third Party cannot be terminated without litigation, the provisions of Section 10.4(b) or (c), as applicable, and Section 10.4(d) shall apply. (b) Allergan Elitra shall have the first right, but not the obligation, to bring and control any action or proceeding, at its own expense and by counsel of its own choice, with respect to infringement of a patent (i) included in the Allergan Patents, unless such Allergan Patents are then subject to an exclusive license granted to ACADIA under Section 7.5(b), or (ii) included in the Collaboration Patents or ACADIA Patents to which Allergan then has an exclusive license under Section 7.2, to the extent the claims in such Collaboration Patents or ACADIA Patents are limited to Licensed Target/Chemistries or Designated Target/Chemistries in the Field. (c) Except as provided in Section 10.4(b), ACADIA shall have the first right to bring and control any action or proceeding with respect to infringements infringement of a any patent (i) included in the ACADIA Elitra Patents or the Collaboration Patents or (ii) included in the Allergan Patents to which ACADIA then has an exclusive license under Section 7.5(b). (d) The party not bringing the action shall have the right, at its own expense and by counsel of its own choice. In the event such alleged infringement takes place, in whole or in part, in the LG Chem Territory, LG Chem shall have the right to be represented participate in any action involving such action, at its own expense. With respect to infringement of any patent owned solely included in the Elitra Patents that is likely to have a material adverse effect on any Product in Development or Commercialization by such party or jointly by the parties. If LG Chem pursuant to a party license granted hereunder, if Elitra fails to bring an action or proceeding with respect to a patent that is owned by, or is subject to an exclusive license granted under this Agreement to, the other party within: within (ia) sixty (60) days following the notice of alleged infringement; infringement or (iib) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, such other party LG Chem shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the party initially declining to bring such action Elitra shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (c) LG Chem shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the LG Chem Patents at its own expense and by counsel of its own choice. In the event such alleged infringement takes place, in whole or in part, in the Elitra Territory, Elitra shall have the right to participate in such action, at its own expense. With respect to infringement of any patent included in the LG Chem Patents that is likely to have a material adverse effect on any product in Development or Commercialization by Elitra pursuant to a license granted hereunder, if LG Chem fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Elitra shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and LG Chem shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (d) In the event any patent included in the Joint Patents is infringed by a Third Party, Elitra shall have the right to bring and control any action or proceeding with respect to such patent, and the parties shall share equally in the expenses thereof. In the event such alleged infringement takes place, in whole or in part, in the LG Chem Territory, LG Chem shall have the right to participate in such action. With respect to infringement of any patent included in the Joint Patents, if Elitra fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, LG Chem shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Elitra shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (e) In the event a party brings an infringement action, the other party shall cooperate fully, including if required to 23. to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement action litigation under this Section 10.4 9.4 in a manner that diminishes the rights or interests of the other party without the prior written consent of such other party. Except as otherwise agreed to by the parties as part of a cost cost-sharing arrangement, any recovery realized as a result of such infringement action, after reimbursement of any out-of-pocket expenses of Allergan Elitra and ACADIA LG Chem incurred in connection with such actionaction or proceeding, shall be divided between the parties in accordance with their relative economic interests as directly related paid to the royalty payments described party that brought the action; provided that, if both parties participate in Section 8.6 hereof.such action or proceeding, then (i) any recovery representing lost sales in the Elitra Territory shall be paid to Elitra, and any