Common use of Infringement of Third Party Patents Clause in Contracts

Infringement of Third Party Patents. (a) If a third party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period. (b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than ten (a10) If days after receipt of notice thereof, notify the other Party in writing in the event of any claims by a third party asserts that a Third Party of alleged patent infringement by Pfizer or other proprietary right owned by it is infringed by Auxilium or any of their respective Affiliates or sublicensees with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the Territory, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within thirty (30) days after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: (a) In the case of any such claim against Pfizer alone or against both Pfizer and Auxilium, in each case, with respect to the Product in the Field in the Territory, then Pfizer shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the case of any claim against (i) Auxilium alone, or (ii) with respect to the Product outside the Territory or outside the Field, then Auxilium shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the event of worldwide litigation (such that related cases and/or claims are being pursued both inside and outside of the Territory), each Party shall reasonably assist the other in its role as the Controlling Party in its respective territory. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Territory and such alleged infringement arises in whole or in part from Alcon's use of Controlling Party at the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such actionControlling Party’s expense. The other non-Controlling Party shall cooperate in connection therewith and shall will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented separately by independent counsel of its own choice, in any litigation in which such non-Controlling Party is a party at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory Controlling Party shall also have the exclusive right to control settlement of such Claim; provided, however, that no settlement shall be entered into settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). To the extent that any For purposes of the costs set forth in clauses (ithis Section 9.4.1(b), any settlement that would involve the waiver of rights (ii) or (iiiincluding the rights to receive payments) of this sentence are attributable to infringement arising from Alcon's use of such other Party shall be deemed a material adverse impact and shall require the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement consent of such Claim in order other Party, such consent not to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty periodunreasonably withheld. (bc) In If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the event a third party asserts that a patent other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406proceeding.

Infringement of Third Party Patents. (a) If Each Party shall promptly send the other Party a copy of any notice or communication from a third party asserts that a patent alleging any infringement or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale violation of a Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alconthird party's use of the Pharmacyclics Technology intellectual property rights (a "Claim`Notice"). Licensor shall have the first right, but shall not be obligated, to respond to the Party against whom such a Claim was asserted Notice. If Licensor does not elect to respond, Licensor shall immediately provide promptly inform Licensee and permit it to respond to the other Party notice of such Claim and Notice. Licensee shall have the related facts right, but shall not be obligated, to take any legal action at its own expense in reasonable detailresponse to the Notice. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and Licensee shall have the right to name Licensor as a party in connection with any action in response to the Notice. Each Party shall cooperate fully with the other Party in any action resulting from or in connection with the Notice. Unless the Parties are separately defending themselves, the Party defending any such proceedings shall have sole control of such proceedings and shall bear the reasonable expenses (excluding all legal fees) incurred by the other Party in providing such assistance and cooperation as is requested pursuant to this paragraph. The Party defending such proceedings shall consult with and keep the other Party informed of the progress of such proceedings, including, without limitation, furnishing copies of communications, pleadings and other documents and keeping the other Party informed of settlement efforts and developments, and such other Party shall be represented separately by entitled to participate with counsel of its own choice, in such proceedings but at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense If Licensee defends such proceedings, it may offset its reasonable expenses, including reasonable legal expenses, incurred in regard thereto against any payments owed to Licensor under Article 3 of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; this Agreement, provided, however, that no settlement such payment shall be entered into reduced by more than fifty percent (50%) by any such offset, although Licensee may carry offsets forward to set off against future payments due under Article 3 on the same fifty percent (50%) per payment basis. Licensee shall continue to perform its reporting obligations under Article 9 and otherwise continue to perform its obligations hereunder. Neither Party shall settle any infringement, misappropriation, or other claim subject to this Article 23 without the consent of the other Party, which consent shall not be unreasonably withheld, if it would adversely affect Licensee's rights hereunder. To the extent that If any Invention claimed in a Licensed Patent or any Licensed Know-how is covered by an issued patent or other intellectual property right held by one or more third parties and it becomes necessary for Licensee to obtain a license from such third party or parties under such patent, and/or other intellectual property right and accordingly to pay royalties to such third party(ies) with respect to any Net Sale of any Licensed Product, then Licensee may reduce any royalty otherwise due Licensor by one-half (1/2) of the costs set forth amount of royalty payment due to such third party, but in clauses no event to less than one-half (i), (ii) or (iii1/2) of this sentence are attributable the royalty which may then be due to infringement arising from Alcon's use of the Pharmacyclics TechnologyLicensor. In addition, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are if Licensee is required to pay any an upfront or similar fee to any third party(ies), Licensor shall share in the payment of any such consideration which involves more than a running royalty as follows. If, for example, Licensee is required to pay an upfront fee of $1 Million to a third party, the royalty payments then due Licensor shall be reduced by half until one-half of the upfront fee ($500,000) has been recouped by Licensee. If Licensor is required to pay any damages (i.e., something other than prospective royalties and an upfront or similar fee) to the third party, Licensor shall be responsible for the payment of any such damages to the third party in settlement and shall be permitted to recoup one-half (1/2) of such Claim in order payment from Licensor as follows. If, for example, Licensee is required to continue pay damages of S1 Million to exercise Alconthe third party, Licensor's license rights royalty payments otherwise due under this Agreement shall be reduced by half until fifty percent (50%) of the damages ($500,000) have been recouped by Licensee. Except as set forth below, any reduction of royalties due Licensor as a result of a recoupment of running royalties, upfront fees, and damages in the aggregate arising out of a third party claim of infringement or violation of intellectual property rights under this Agreement. Notwithstanding the foregoing, in no event Section shall royalties owed Pharmacyclics under Section 4.4(a) be reduced not reduce any single royalty payment otherwise due Licensor hereunder by more than fifty percent (*50%), but Licensee may carry unrecovered amount forward to be set off against future payments of royalties due on the same fifty percent (50%) in any given royalty period. (b) per payment basis. In the event of any alleged claim of infringement, breach of contract, or other potential cause of action by UKRF relating to the UKRF Licenses, Licensor shall take any action which Licensee may reasonably request to maintain Licensee's rights to any intellectual property rights licensed to Licensor under the UKRF Licenses (the "UKRF Rights"), including, without limitation, making any royalty or other payments ("Payment(s)") that Licensee reasonably determines, on the basis of a written opinion of reputable outside patent counsel (which, together with any other relevant information, is disclosed by Licensee to Licensor at the time of such determination), are necessary to maintain such rights or to avoid termination or infringement of such rights; provided, however, that nothing in this paragraph shall prevent Licensor from disputing in good faith any such claim of infringement or other violation. Furthermore, Licensor shall provide Licensee with a copy of any notice of default or breach received by Licensor which relates in any way to the UKRF Rights within five (5) business days of receipt of such notice. If Licensor fails to make any Payment before any applicable cure period has expired, Licensee may make such Payment in Licensor's name and on Licensor's behalf before such cure period expires, and Licensee may fully recover any Payment made by Licensee under this paragraph at the applicable rate described in the next paragraph. Licensor's remedy for recovering Payments made by Licensee to any third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406this paragraph shall be limited to recovery from such third party and not Licensee.

Infringement of Third Party Patents. (a) If Subject to and without limiting the Parties’ rights and the procedures set forth under Section 7.5.2 and Section 10.1(vi), each of the Parties shall promptly, but in any event no later than [**] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a third party asserts that a Third Party of alleged patent infringement by Incyte or other proprietary right owned by it is infringed by Hengrui or any of their respective Affiliates or sublicensees with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Antibody or a Licensed Product (each, an “Infringement Claim”). Subject to and without limiting the Parties’ rights and the procedures set forth under Section 7.5.2, with respect to Infringement Claims in the Field Territories, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within [**] after the receipt of the notice pursuant to this Section 8.4.1, then the following shall apply: [**] = 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 Commission. (a) Subject to Sections 10.1 and Section 10.3, in the case of any such claim against Incyte alone or both Incyte and Hengrui, in each case, with respect to the Licensed Antibodies or the Licensed Products in [**], then [**] shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the case of any claim against Hengrui alone, or both Incyte and Hengrui, in each case, with respect to the Licensed Antibodies or the Licensed Products in [**], then [**] shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the event of [**] litigation (such that related cases and/or claims are being pursued both inside [**] and [**]),[**] shall reasonably assist [**] in its role as the Controlling Party in [**]. (b) Subject to Section 10.1 and Section 10.3, the Controlling Party shall assume control of the defense of such Infringement Claim at its expense. The non-Controlling Party, upon reasonable request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Territory and such alleged infringement arises in whole or in part from Alcon's use of Controlling Party at the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such actionControlling Party’s expense. The other non-Controlling Party shall cooperate in connection therewith and shall will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented separately by independent counsel of its own choice, in any litigation in which such non-Controlling Party is a party at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory Controlling Party shall also have the exclusive right to control settlement of such Claim; provided, however, that no settlement shall be entered into settle any Infringement Claim without the consent of the other non-Controlling Party, unless such settlement shall have a material adverse impact on the non-Controlling Party (in which case the consent of such non-Controlling Party shall be required and the consent of [**] is required if such settlement is reasonably likely to [**] on [**]). To the extent that any For purposes of the costs set forth in clauses (ithis Section 8.4.1(b), any settlement that would involve the waiver of rights (iiincluding the rights to receive payments) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement payment obligation of such Claim non-Controlling Party shall be deemed a material adverse impact and shall require the consent of such non-Controlling Party, such consent not to be unreasonably withheld, conditioned or delayed. The Controlling Party shall provide the non-Controlling Party with copies of all material correspondence from the opposing party and from the court adjudicating the dispute and shall be provided with draft pleadings and motions prior to submission and any settlement offers and documentation in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty periodconnection with such Infringement Claim. (bc) In If a Party shall become engaged in or participate in any suit described in this Section 8.4.1, the event a third party asserts that a patent other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable out-of-pocket travel and lodging expenses), such employees who may be helpful with respect to such suit, investigation, claim or other proprietary right owned proceeding. (d) Any settlements paid to a Third Party pursuant to a suit, action or proceeding brought pursuant to Section 8.4.1 shall not be subject to a claim for indemnification by it is infringed by Pharmacyclics the settling Party pursuant to Section 10.1 or its Affiliates as 10.2, except for settlements paid to a consequence Third Party pursuant to a suit, action or proceeding that are subject to Hengrui’s indemnification obligation pursuant to Section 10.1(vi). [**] = Portions of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has this exhibit have been omitted and pursuant to a confidential treatment has been requested thereforrequest. All such omitted material An unredacted version of this exhibit has been filed separately with the Commission pursuant to Rule 406Commission.

Infringement of Third Party Patents. (a) If a third party Third Party asserts that a patent or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale use or sale of a any Licensed Product in the Field and in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology (a "Claim")Territory, the Party party against whom such a Claim was the claim is asserted shall immediately provide the other Party party notice of such Claim the claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued *** shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls control the defense of all such a Claim with respect to the Licensed Product claims in the Field Territory, and *** shall provide reasonable assistance to *** in the Territory defense of all such claims. *** shall also have the right to control the settlement of such Claimclaims; provided, however, that no settlement shall be entered into without ***. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the consent Commission. (i) except as provided in clause (ii) below, (a) *** of the other Party. To such reasonable expenses, settlements, and judgments (including any royalties owing pursuant to any settlement or judgment) to the extent that they relate to ***, and (b) *** shall pay *** such expenses, settlements and judgments (including any of royalties owing pursuant to any settlement or judgment) to the costs set forth in clauses (i), extent that they relate to *** and (ii) *** shall pay *** such expenses, settlements, and judgments (including any royalties owing pursuant to any settlement or (iiijudgment) to the extent that they relate to ***. If MBI determines that a Licensed Product potentially infringes on the intellectual property rights of this sentence are attributable to infringement arising a Third Party in the Territory, then upon MBI's written request and until Chugai's receipt of further written notice from Alcon's use MBI, Chugai shall cease all sales and distribution of such Licensed Product. In addition, in the Pharmacyclics Technologyevent Chugai determines that a Licensed Product potentially infringes on the intellectual property rights of a Third Party in the Territory, Alcon Chugai shall have the right to deduct from cease all sales and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement distribution of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty periodLicensed Product. (b) In Each party shall immediately notify the other party in the event it becomes aware of both (i) a third party asserts claim by any Third Party that a patent or other proprietary right owned by it the Third Party is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's the manufacture, use, importation, offer for sale use or sale of a any Licensed Product outside the Territory and (ii) *** shall control the defense of all such claims, and *** shall provide reasonable assistance to *** in the Field defense of all such claims. *** shall also have the right to control the settlement of such claims; provided, however, that no settlement of such claims shall be entered into *** shall pay *** reasonable expenses, settlements and judgments (including any royalties owing pursuant to any settlement or judgment) arising from such litigation. (c) If Chugai is prohibited by court order from developing, manufacturing, or marketing any of the Licensed Products in the Territory *** MBI and such alleged infringement does not arise from Alcon's use Chugai shall hold an Executive Committee meeting within ten (10) days after Chugai has stopped developing, manufacturing, or marketing any of the Pharmacyclics TechnologyLicensed Products and the Executive Committee shall discuss potential future actions with respect to the ***. If Chugai is required by court order to stop developing, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, *** Indicates that material has Portions of this page have been omitted pursuant to a request for Confidential Treatment and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant Commission. manufacturing, marketing or selling any Licensed Product ***. Notwithstanding the forgoing, Chugai shall not be relieved from paying milestone payments under Section 5.2 or royalties under Section 5.3 with respect to Rule 406development activities conducted or Net Sales made before or after the period during which Chugai ceases development, manufacturing, marketing or sales activities as a result of such court order.

Infringement of Third Party Patents. Each of the Parties shall promptly, but in any event no later than [***] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a Third Party of alleged patent infringement by Licensee or Amarin or any of their respective Affiliates or sublicensees (ain the case of Amarin) If a third party asserts that a patent or other proprietary right owned by it is infringed by Sublicensees (in the case of Licensee) with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Product (each, an “Infringement Claim”). With respect to any Infringement Claim in the Field in the Territory, the Parties shall attempt to negotiate in good faith a resolution with respect thereto. If the Parties cannot settle such Infringement Claim with the appropriate Third Parties within [***] after the receipt of the notice pursuant to this Section 9.4.1, then the following shall apply: CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (a) In the case of any such Infringement Claim, in respect of a patent owned by Licensee, then Licensee shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. In the case of any Infringement Claim, in respect of a patent owned by Amarin, then Amarin shall be deemed to be the “Controlling Party” for purposes of such Infringement Claim. Each Party shall reasonably assist the other in its role as the Controlling Party. (b) The Controlling Party shall assume control of the defense of such Infringement Claim. The non-Controlling Party, upon request of the Controlling Party, agrees to join in any such litigation at the Controlling Party’s expense, and in any event to reasonably cooperate with the Territory and such alleged infringement arises in whole or in part from Alcon's use of Controlling Party at the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such actionControlling Party’s expense. The other non-Controlling Party shall cooperate in connection therewith and shall will have the right to consult with the Controlling Party concerning such Infringement Claim and to participate in and be represented separately by independent counsel of its own choice, in any litigation in which such non-Controlling Party is a party at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory Controlling Party shall also have the exclusive right to control settlement of such Claim; provided, however, that no settlement shall be entered into settle any Infringement Claim without the consent of the other Party, unless such settlement shall have a material adverse impact on the other Party (in which case the consent of such other Party shall be required). To the extent that any For purposes of the costs set forth in clauses (ithis Section 9.4.1(b), any settlement that would involve the waiver of rights (ii) or (iiiincluding the rights to receive payments) of this sentence are attributable to infringement arising from Alcon's use of such other Party shall be deemed a material adverse impact and shall require the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement consent of such Claim in order other Party, such consent not to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty periodunreasonably withheld. (bc) In If a Party shall become engaged in or participate in any suit described in this Section 9.4.1, the event a third party asserts that a patent other Party shall cooperate, and shall cause its and its Affiliates’ employees to cooperate, with such Party in all reasonable respects in connection therewith, including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other, at no cost to the other (other than reimbursement of actually incurred, reasonable Out-of-Pocket Costs associated with travel and lodging), such employees who may be helpful with respect to such suit, investigation, claim or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406proceeding.

Infringement of Third Party Patents. (a) If MIOL receives notice from a third party asserts Third Party claiming that a patent the importation of Active Pharmaceutical Ingredient into the Territory or other proprietary right owned by it is infringed by the manufacture, use, importation, offer for sale or sale Exploitation of a Licensed the Finished Product in the Field Territory by MIOL or its Affiliates or Sub-Distributors infringes or misappropriates any Patent Rights of such Third Party in any country in the Territory, MIOL shall promptly notify Oscient and the Parties shall consult in good faith to determine the appropriate action to be taken in relation to such alleged infringement or misappropriation. MIOL shall have the first right, but not the obligation, through counsel of its choosing, to negotiate and obtain a licence from such Third Party as necessary for MIOL and its Affiliates to import Active Pharmaceutical Ingredient into the relevant country and/or MIOL and its Affiliates, Sub-Distributors and Third-Party Manufacturers to Exploit the Finished Products in the Territory and such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology relevant country (a "Claim"“Third Party License”), the Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and Oscient shall have the right to be represented separately by counsel of its own choiceright, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense of such a Claim with respect to the Licensed Product in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) but not [*] = Portions of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall exhibit have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates been omitted pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty period. (b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested thereforrequest. All such omitted material An unredacted version of this exhibit has been filed separately with the Commission Commission. obligation, at its own expense, to participate in any such negotiations and to be independently represented by counsel of Oscient’s own choice. MIOL shall conduct any negotiations with such Third Party in co-operation with Oscient, and shall not conclude any Third Party License without the prior written consent of Oscient, such consent not to be unreasonably withheld or delayed. In the event that MIOL is required to pay a royalty based on Net Sales of the Finished Product pursuant to Rule 406a Third Party License (a “Third Party Royalty”), Oscient shall during the Mandatory Supply Term, reimburse MIOL (or, if the Parties agree, pay to the Third Party directly), Quarterly in arrears an amount equal to [*] percent ([*]%) of the Third Party Royalty payable by MIOL with respect to the preceding Quarter; provided that the amount to be paid by Oscient with respect to any Quarter shall not exceed the lower of: (i) [*] percent ([*]%) of Net Sales in that Quarter; and (ii) an amount equal to the product of (A) the Actual Weighted Average Price Per Tablet in that Quarter minus $[*], multiplied by (B) the number of Tablets sold by MIOL or its Affiliates or Sub-Distributors in that Quarter (as determined in accordance with Section 9.2). If, with respect to one or more countries in the Territory, MIOL reasonably determines that it requires, but is unable to obtain a Third Party License on commercially reasonable terms, MIOL shall have the right to cease Commercialization in such country upon not less than ninety (90) days written notice to Oscient; provided that prior to serving any such notice, MIOL shall promptly notify Oscient in writing of such determination together will all relevant information with respect to such determination and the Parties shall consult in good faith to determine the appropriate action to be taken.

Infringement of Third Party Patents. (a) If Each Party shall promptly notify the other in writing of any allegation by a third party asserts Third Party that a patent the activity of either Party pursuant to this Agreement infringes or other proprietary right owned by it is infringed by may infringe the intellectual property rights of such Third Party. Without limiting the generality of the foregoing, in the event either Party receives any written communication from any Third Party alleging that the manufacture, use, importationsale, offer for sale or sale import of a Licensed Supplied Item in the Territory infringes or may infringe a Patent of a Third Party, such Party shall deliver a copy of such communication to the other Party within [redacted in accordance with Section 12.2(3) of National Instrument 51-102] of receipt. SteadyMed shall have the sole right and responsibility to respond to such communication and to determine the course of action, including whether or not to seek a license under such Third Party’s Patent or contest and defend against such allegation (subject to Section 13.2 hereof), in such manner as SteadyMed, in its sole judgment, deems appropriate, and at SteadyMed’s sole expense. In no event shall Cardiome or any of its Affiliates, directly or indirectly, make or cause to be made any admission or acknowledgment, whether orally, in writing or otherwise, that the manufacture, use, sale, offer for sale or import of any Supplied Item in the Territory infringes or may infringe, or otherwise is or may be within the scope of, such Third Party’s Patent. If SteadyMed or its Affiliate obtains a license under such Third Party’s Patent to make, have made, use, sell, have sold, offer for sale or import Product or Infusion Set in the Field and in the Territory (whether in connection with the settlement of any infringement action or proceeding by such Third Party or otherwise), such Patent shall be included in the SteadyMed Patents licensed to Cardiome under Section 2.1, and SteadyMed shall be solely responsible for the payment to such alleged infringement arises in whole or in part from Alcon's use Third Party of all royalties and milestone payments that become due to such Third Party under the license agreement with such Third Party as a result of the Pharmacyclics Technology (Commercialization by or on behalf of Cardiome, its Affiliates, Sublicensees or Subdistributors of Product or Infusion Set in the Field in the Territory in accordance with this Agreement, provided that Cardiome shall provide to SteadyMed on a "Claim")timely basis all such information regarding Cardiome’s and its Affiliates’, the Sublicensees’ and Subdistributors’ activities as is necessary for SteadyMed to ascertain and comply with its royalty and milestone payment obligations to such Third Party. Neither Party against whom such a Claim was asserted shall immediately provide the other Party notice of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel settle any patent infringement litigation under this Section 11.5 in a manner that diminishes the rights or interests of its own choice, at its own expense. The entity (whether Pharmacyclics or Alcon) that controls the defense other Party without the written consent of such other Party (which consent shall not be unreasonably conditioned, withheld or delayed). (a) SteadyMed will be responsible for, and compensate Cardiome for any actual damages obtained by a Claim with respect to Third Party against Cardiome for infringement of said Third Party’s Patent as a result of the Licensed Commercialization by or on behalf of Cardiome, its Affiliates, Sublicensees or Distributors of Product or Infusion Set in the Field and in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in accordance with this Agreement. Notwithstanding the foregoingabove, in no event shall royalties owed Pharmacyclics under Section 4.4(aSteadyMed will not be responsible for infringing act(s) be reduced by more than (*if such act(s) in are principally due to Cardiome marketing and/or selling outside the Field and/or outside the Territory, outside of the claims of any given royalty periodProduct label or insert, or any substantially similar act. (b) In Notwithstanding the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement above if Cardiome does not arise from Alcon's use agree to share some of the Pharmacyclics Technologypotential liability through discussions at the JSC, Alcon shall indemnify and hold harmless Pharmacyclicsat SteadyMed’s written request, Cardiome, its Affiliates and sublicensees and all officersAffiliates, directorsSublicensee or Distributor will discontinue sales of Product or Infusion Sets under this Agreement in a country in which said Third Party has sued Cardiome, employees and agents thereof from all damagesits Affiliate, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406Sublicensee or Distributor for patent infringement.

Infringement of Third Party Patents. (a) If Each of the Parties shall promptly, but in any event no later than [**] ([**]) [**] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a third party asserts that a Third Party of alleged patent infringement by Ono or other proprietary right owned by it is infringed by Onyx or any of their respective Affiliates or, solely with respect to Onyx, its licensees and sublicensees, with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Compound or Product in (each, an “Infringement Claim”). If each of the Field and Parties cannot settle such Infringement Claim with the appropriate Third Parties within [**] ([**]) [**] after the receipt of the notice pursuant to this Section 9.4.1, then in the Territory Ono shall be deemed the “Responsible Party”, and outside the Territory Onyx shall be deemed the “Responsible Party” with respect to controlling the defense of such alleged infringement arises Infringement Claim, in whole or in part from Alcon's use which case, such Responsible Party shall be responsible for the costs, including attorney fees, related to such Infringement Claim. If such Responsible Party declines to assume control of the Pharmacyclics Technology (a "defense of such Infringement Claim"), the then such Responsible Party against whom such a Claim was asserted shall immediately provide an explanation to the other Party notice of regarding its decision to decline to assume control, and such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choiceassume such defense, at its own such other Party’s expense. The entity (whether Pharmacyclics or Alcon) that controls Upon request of the Party controlling the defense of any such a Claim action, the other Party may join in any such litigation and will have the obligation to reasonably cooperate with the controlling Party (including giving testimony and producing documents lawfully requested, and using its reasonable efforts to make available to the other such employees who may be helpful with respect to such suit, investigation, claim or other proceeding). The controlling Party shall have the Licensed Product exclusive right to settle any Infringement Claim, with the other Party’s consent, which shall not be unreasonably withheld. [ ** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (b) Subject to the provisions of Sections 9.4.1(a) above, in the Field and event that the research, development, manufacture, use, sale, offer for sale or importation of a Compound or Product is deemed by a court of competent jurisdiction to infringe a claim of a patent(s) owned or controlled by a Third Party in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon Ono or its Affiliates pursuant to any judgment or settlement resulting from Affiliate obtains a license under such Claim; and (iiipatent(s) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim claims with the consent of Onyx, or as Ono may determine, with the consent of Onyx, that it is commercially necessary to pay royalties or other fees to a Third Party to obtain a license to practice any Third Party’s rights in order to continue practice Licensed Patents or New Licensed Patents and/or use Licensed Know-How or New Licensed Know-How licensed to exercise Alcon's license rights as set forth Ono hereunder in this Agreement. Notwithstanding the foregoingTerritory in order to avoid the infringement of a claim of a patent(s) owned or controlled by a Third Party in the Territory and the infringement of such patent cannot reasonably be avoided by Ono (“Third Party License”), during the Royalty Term, Ono may deduct up to [**] percent ([**]%) of the total royalties for such Third Party Licenses due to such Third Parties (or such amounts expended by Ono in settlement of such infringement actions with Onyx’s consent) from the royalties due to Onyx with respect to Net Sales of such Product in the Territory under Section 8.3; provided that, in no event shall the royalties owed Pharmacyclics under payable by Ono pursuant to Section 4.4(a) 8.3 be reduced by more than [**] percent ([**]%) than the amounts that would have otherwise been payable to Onyx in any given royalty periodquarter. (b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.

Infringement of Third Party Patents. (a) If Chugai, or any of its ----------------------------------- Sublicensees shall be sued by a third party asserts that for infringement of a third party's patent or other proprietary right owned by it is infringed by rights in the manufacture, use, importation, offer for sale Territory because of the use or sale of a Licensed the Compound, the Product and/or the Finished Product, Chugai shall promptly notify CTIT in writing of such suit, and the Parties shall consult together to agree upon the course of action to be taken. Unless otherwise agreed, in the Field and case of legal proceedings in the Territory and such alleged infringement arises in whole or in part from Alcon's use of Territory, Chugai may, if it so elects, control the Pharmacyclics Technology (a "Claim"), the Party against whom such a Claim was asserted shall immediately provide the other Party notice defense of such Claim and the related facts suit with its own choice of counsel at its own expense, in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and which event CTIT shall have the right to be represented separately by advisory counsel of its own choice, selection at its own expense, and CTIT shall reasonably co-operate in the defense of such suit and furnish to Chugai all evidence and assistance in its control. The entity (whether Pharmacyclics or Alcon) In the event that Chugai controls the defense of such a Claim with respect suit as provided above, Chugai shall not enter into any agreement which: (i) extends or purports to exercise Chugai's rights under the Licensed Product in Technology beyond the Field and in the Territory shall also have the right rights granted pursuant to control settlement of such Claimthis Agreement; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), or (ii) makes any admission regarding (a) wrongdoing on the part of CTIT, or (iiib) the invalidity, unenforceability or absence of this sentence are attributable infringement of any Licensed Patent Rights or patent claiming an Invention; in all cases without the prior written consent of CTIT. If Chugai, in the case of legal proceedings in the Territory, does not elect within thirty (30) days after receiving notice of suit to infringement arising from Alcon's use so control the defense of the Pharmacyclics Technologysuch suit, Alcon CTIT may undertake such control at its own expense, in which event Chugai shall have the right to deduct from be represented by advisory counsel of its own selection at its own expense, and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), shall co-operate fully in the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement defense of such Claim suit and furnish to CTIT all evidence and assistance in order to continue to exercise Alcon's license rights as set forth its control. The Parties shall cooperate with each other in this Agreement. Notwithstanding the foregoingconnection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in connection with any given royalty periodsuch claim, suit or proceeding. (b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.

Infringement of Third Party Patents. (a) If a third party asserts In the event that a Third Party asserts in writing or files an action against a Party alleging that such Party's activities under this Agreement infringe such Third Party's patent or other proprietary right owned rights by it is infringed by reason of the manufactureresearch, design, synthesis, screening, development, use, importationsale, offer for sale import, or sale commercialization of a Licensed Product in any compounds under this Agreement or any Background or Collaboration Technology under this Agreement, such Party shall give written notice to the Field other Party, and in the Territory Parties will consult and such alleged infringement arises in whole cooperate on the best course of action, subject to the following: 7.1.1 Subject to Article 17, BMS shall have the first right, but not the obligation, to control the defense of any claim, allegation, suit, action or in part from Alcon's use of the Pharmacyclics Technology proceeding (a "Claim") against Ligand, any Ligand Affiliate, BMS, any BMS Affiliate, or any BMS sublicensee alleging the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. infringement of the intellectual property rights of a Third Party (other than claims asserted by reason of the duties performed by Ligand under this Agreement or by reason of the making or expression or use by Ligand or BMS pursuant to this Agreement of the Designated Target to conduct Primary Screening or testing or of any other molecular target or nuclear receptor in the conduct Secondary Screening) by reason of (i) the research, development, manufacture, use or sale of a Collaboration Compound or Product by or on behalf of BMS, any BMS Affiliate, or any BMS sublicensee; or (ii) any other tasks or activities performed by BMS under the Research Program; PROVIDED, that the foregoing shall not in any way prevent Ligand at its expense from asserting a defense against any such Claim asserted against it until such time as BMS has undertaken defense of such Claim, and provided that Ligand may not settle or compromise any such Claim asserted against it without BMS' prior written consent (and without first giving BMS at least thirty (30) days' written notice of any proposed settlement by Ligand of any such Claim), except in the Party against whom circumstance where such a settlement is without prejudice to BMS and provided that any such defense, settlement or compromise by Ligand shall also be in compliance with section 7.1.1.2 hereof. If BMS undertakes such defense, then Ligand may not settle or compromise such Claim that was asserted against it without BMS' prior written consent, subject to the following: 7.1.1.1 BMS will consult with Ligand as to any significant actions that BMS proposes to take with respect to such defense. Ligand will provide BMS reasonable assistance necessary to defend or settle such Claim, and BMS shall immediately provide reimburse Ligand for any out-of-pocket costs incurred by it to Third Parties at BMS' request in providing such cooperation and assistance; 7.1.1.2 BMS will have the other Party notice right to exclusive control of the defense of such Claim and the related facts in reasonable detail. Unless it is mutually agreed that exclusive right to compromise, litigate, settle or otherwise dispose of such Claim, including the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate sole discretion to determine actions to be taken or not taken in connection therewith and the terms of any settlement; provided that BMS may not settle such Claim in any manner that would require payment by Ligand, or would materially adversely affect Ligand's rights in the Ligand Background or Collaboration Technology (it being understood that the foregoing shall not preclude BMS' sublicensing without Ligand's consent any such rights if permitted by, and in accordance with, the terms of this Agreement), or would conflict with the terms of this Agreement, or would require an admission of wrongdoing on Ligand's part, without first obtaining Ligand's written consent, not to be unreasonably withheld; 7.1.1.3 Ligand shall execute all documents, provide pertinent records, and take all other actions, at BMS' expense, including taking reasonable efforts to have persons within its control to give testimony, which may be reasonably required in connection with such defense of such Claim and to provide BMS with the authority to conduct the defense as provided above; and 7.1.1.4 If BMS notifies Ligand in writing that BMS will not defend Ligand against any such Claim asserted against Ligand, or if BMS fails to timely and fully defend any such Claim asserted against Ligand or its Affiliates, Ligand shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to be represented separately litigate, settle or otherwise dispose of any such Claim; PROVIDED, however, that Ligand shall not have the right to settle such Claim in a manner that would materially diminish or materially adversely affect the scope, exclusivity, or duration of the Ligand Background Technology, Ligand Collaboration Technology or Ligand Patent Rights or Know-How covering any Collaboration Compounds licensed to BMS hereunder, or would conflict with this Agreement, or would require a payment by counsel BMS to such Third Party, or would require an admission of its own choicelegal wrongdoing on BMS' part, without the prior written consent of BMS. BMS agrees to provide reasonable assistance, at Ligand's request and expense, in connection with Ligand's defense of such Claim. 7.1.2 Subject to Article 17, Ligand shall have the first right, but not the obligation, to control the defense of any Claim against Ligand, any Ligand Affiliate, BMS, any BMS Affiliate, or any Ligand sublicensee alleging the infringement of the intellectual property rights of a Third Party by reason of (i) the duties performed by Ligand under this Agreement or by reason of the composition or use by Ligand or BMS pursuant to this Agreement of the Designated Target to conduct Primary Screening or testing or of any other molecular target or nuclear receptor in the conduct Secondary Screening, or (ii) the manufacture, use or sale of a Collaboration Compound or Product by or on behalf of Ligand, any Ligand Affiliate, or any Ligand sublicensee; PROVIDED, that the foregoing shall not in any way prevent BMS at its own expenseexpense from asserting a defense against any such Claim asserted against it until such time as Ligand has undertaken defense of such Claim, and provided that BMS may not settle or compromise any such Claim asserted against it without Ligand's prior written consent (and without first giving Ligand at least thirty (30) days' written notice of any proposed settlement by BMS of any such Claim). The entity (whether Pharmacyclics Any such defense, settlement or Alcon) compromise by Ligand shall also be in compliance with section 7.1.2.2 hereof. If Ligand undertakes such defense, then BMS may not settle or compromise such Claim that controls was asserted against it without Ligand's prior written consent, subject to the following: 7.1.2.1 Ligand will consult with BMS as to any significant actions that Ligand proposes to take with respect to such defense. BMS will provide Ligand reasonable assistance necessary to defend or settle such Claim, and Ligand shall reimburse BMS for any out-of-pocket costs incurred by it to Third Parties at Ligand's request in providing such cooperation and assistance; 7.1.2.2 Ligand will have the right to exclusive control of the defense of such a Claim with respect to and the Licensed Product in the Field and in the Territory shall also have the exclusive right to control settlement compromise, litigate, settle or otherwise dispose of such Claim, including the sole discretion to determine actions to be taken or not taken in connection therewith and the terms of any settlement; providedprovided that Ligand may not settle such Claim in any manner that would require payment by BMS, however, or would materially adversely affect BMS' rights in the Ligand Background or Collaboration Technology (except that no settlement shall be entered into Ligand may sublicense such rights if in accordance with this Agreement without the consent of the other Party. To the extent that any of the costs set forth in clauses (iBMS), (ii) or (iii) would conflict with the terms of this sentence are attributable Agreement, or would require an admission of wrongdoing on BMS' part, without first obtaining BMS' written consent, not to infringement arising from Alconbe unreasonably withheld; 7.1.2.3 BMS shall execute all documents, provide pertinent records, and take all other actions, at Ligand's use expense, including taking reasonable efforts to have persons within its control to give testimony, which may be reasonably required in connection with such defense of such Claim and to provide Ligand with the Pharmacyclics Technologyauthority to conduct the defense as provided above; and 7.1.2.4 If Ligand notifies BMS in writing that Ligand will not defend BMS against any such Claim asserted against BMS, Alcon or if Ligand fails to timely and fully defend any such Claim asserted against BMS or its Affiliates, BMS shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to deduct from and offset against royalties litigate, settle or otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to dispose of any such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant PROVIDED, however, that BMS shall not have the right to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of settle such Claim in order a manner that would materially diminish or materially adversely affect the scope, exclusivity, or duration of the BMS Background Technology, BMS Collaboration Technology or BMS Patent Rights or Know-How covering any Collaboration Compounds licensed to continue to exercise Alcon's license rights as set forth in Ligand hereunder, or would conflict with this Agreement, or would require a payment by Ligand to such Third Party, or would require an admission of legal wrongdoing on Ligand's part, without the prior written consent of Ligand. Notwithstanding the foregoingLigand agrees to provide reasonable assistance, at BMS' request and expense, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty periodconnection with BMS' defense of such Claim. (b) In 7.1.3 Any judgments, settlements or damages payable with respect to legal proceedings covered by this Article 7 shall be paid by *** , subject to any claims against the event a third party asserts that a patent other Party for breach of this Agreement or otherwise available at law or in equity. *** *** subject to any claims against the other proprietary right owned by it is infringed by Pharmacyclics Party for breach of this Agreement or its Affiliates as a consequence of Alcon's manufactureotherwise available at law or in equity; PROVIDED, useHOWEVER, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, *** Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406*** *** *** *** .

Infringement of Third Party Patents. (a) If In the event either Party determines that it or a JV should obtain a license from a third party asserts that a patent or other proprietary right owned by it is infringed by the in order to import, manufacture, useuse or sell Licensed Products in the Exclusive Territory or the Joint Territory such party shall use reasonable commercial efforts to obtain a license from the third party for the right to continue to import, importationmake, offer for sale or sale use and sell the Licensed Product. In the event Sanofi-Synthelabo is obligated to make any royalty payments to such third party, the applicable Royalty payable to Cephalon hereunder shall be reduced by no more than [**] of a the royalty payment otherwise owed to Cephalon. If the sum of royalty payments to such third party and to Cephalon and Transfer Price exceed [**], Sanofi-Synthelabo shall have the option to return its rights under this Agreement to the Cephalon Licensed Product to Cephalon without any penalty and Sanofi-Synthelabo shall be relieved of all milestone, royalty and cost sharing obligations related to such Licensed Product. In the event the rights in Licensed Product are returned to Cephalon, and Cephalon markets the Licensed Product in the Field and Exclusive Territory, or grants a license to a third party to market the Licensed Product in the Territory and Exclusive Territory, Sanofi-Synthelabo shall be entitled to a development royalty on Net Sales of such alleged infringement arises in whole or in part from Alcon's use of the Pharmacyclics Technology Licensed Product (a "ClaimDevelopment Royalty") of [**] unless the Licensed Product is the subject of Sole Development by Sanofi-Synthelabo pursuant to Section 11.4, in which case the development royalty payable to Sanofi-Synthelabo shall be [**]. In the event a JV is obligated to make any royalty payments to such third party, such payment shall be deducted from the expenses of the entity before distribution of applicable profits or losses. (b) Joint Territory If a claim alleging infringement of third party patents in the Joint Territory by a Licensed Product is made against Cephalon, Sanofi-Synthelabo or a JV, then Cephalon may elect to defend against such a claim on behalf of the defendant at the cost and expense (including, without limitation, attorneys fees), the Party of Cephalon, but Sanofi-Synthelabo may be represented in such event by legal counsel in an advisory capacity at its own expense. However, if Cephalon does not elect to defend against whom such a Claim was asserted shall immediately provide the other Party claim within one hundred twenty (120) days after receiving notice (whether from Sanofi-Synthelabo or otherwise) of such Claim and claim, Sanofi-Synthelabo has the related facts in reasonable detail. Unless it is mutually agreed that right, but not the Parties should proceed jointly in defending obligation, to defend against such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choice, claim at its own expense. The entity Party assuming said defense shall keep the other Party informed of the status of the case and shall be entitled to any damages awarded based on such claim. (c) Exclusive Territory If a claim alleging infringement of third party patents in the Exclusive Territory by a Licensed Product is made against Sanofi-Synthelabo, then Sanofi-Synthelabo may elect to defend against such a claim on behalf of Cephalon at the cost and expense (including, without limitation, attorneys fees), of Sanofi-Synthelabo, but Cephalon may be represented in such event by legal counsel in an advisory capacity at its own expense. Cephalon shall provide reasonable assistance to Sanofi-Synthelabo to enable it to defend such claim. However, if Sanofi-Synthelabo does not elect to defend against such a claim within one hundred twenty (120) days after receiving notice (whether Pharmacyclics from Cephalon or Alconotherwise) that controls of such claim, Cephalon has the right, but not the obligation, to defend against such claim at its own expense. The Party assuming said defense shall keep the other Party informed of the status of the case and shall be entitled to any damages awarded based on such claim. (d) Regardless of which Party assumes the defense of any such a Claim with respect claim, if damages are awarded based upon said claim, then the Parties shall allocate the responsibility for paying said damages in proportion to the Licensed Product their respective economic interests in the Field and in country or countries within the Exclusive Territory shall also have the right or Joint Territory as to control settlement of which such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon or its Affiliates pursuant to any judgment or settlement resulting from such Claim; and (iii) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim in order to continue to exercise Alcon's license rights as set forth in this Agreement. Notwithstanding the foregoing, in no event shall royalties owed Pharmacyclics under Section 4.4(a) be reduced by more than (*) in any given royalty perioddamage award is based. (b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.

Infringement of Third Party Patents. (a) If Each of the Parties shall promptly, but in any event no later than [*] ([*]) [*] after receipt of notice thereof, notify the other Party in writing in the event of any claims by a third party asserts that a patent Third Party of alleged Patent infringement by Ono or Onyx or any of their respective Affiliates or, solely with respect to Onyx, its licensees (other proprietary right owned by it is infringed by than Ono) and sublicensees, with respect to the research, development, manufacture, use, importationsale, offer for sale or sale importation of a Licensed Compound or Product in (each, an “Infringement Claim”). If each of the Field and Parties cannot settle such Infringement Claim with the appropriate Third Parties within [*] ([*]) [*] after the receipt of the notice pursuant to this Section 9.4.1(a), then in the Territory Ono shall be deemed the “Responsible Party”, and outside the Territory Onyx shall be deemed the “Responsible Party” with respect to controlling the defense of such alleged infringement arises Infringement Claim, in whole or in part from Alcon's use which case, such Responsible Party shall be responsible for the costs, including attorney fees, related to such Infringement Claim. If such Responsible Party declines to assume control of the Pharmacyclics Technology (a "defense of such Infringement Claim"), the then such Responsible Party against whom such a Claim was asserted shall immediately provide an explanation to the other Party notice of regarding its decision to decline to assume control, and such Claim and the related facts in reasonable detail. Unless it is mutually agreed that the Parties should proceed jointly in defending such an action, the Party sued shall defend such action. The other Party shall cooperate in connection therewith and shall have the right to be represented separately by counsel of its own choiceassume such defense, at its own such other Party’s expense. The entity (whether Pharmacyclics or Alcon) that controls Upon request of the Party controlling the defense of any such a Claim action, the other Party may join in any such litigation and will have the obligation to reasonably cooperate with the controlling Party (including giving testimony and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. producing documents lawfully requested, and using its reasonable efforts to make available to the other such employees who may be helpful with respect to such suit, investigation, claim or other proceeding). The controlling Party shall have the Licensed Product exclusive right to settle any Infringement Claim, with the other Party’s consent, which shall not be unreasonably withheld. (b) Subject to the provisions of Sections 9.4.1(a) above, in the Field and event that the research, Development, Manufacturing Development, Manufacture, use, sale, offer for sale or importation of a Compound or Product is deemed by a Governmental Authority to infringe a claim of a Patent(s) owned or controlled by a Third Party in the Territory shall also have the right to control settlement of such Claim; provided, however, that no settlement shall be entered into without the consent of the other Party. To the extent that any of the costs set forth in clauses (i), (ii) or (iii) of this sentence are attributable to infringement arising from Alcon's use of the Pharmacyclics Technology, Alcon shall have the right to deduct from and offset against royalties otherwise payable to Pharmacyclics under Section 4.4(a), the following: (i) all litigation costs related to such Claim; (ii) any money damages paid by Alcon Ono or its Affiliates pursuant to any judgment or settlement resulting from Affiliate obtains a license under such Claim; and (iiiPatent(s) any royalty that Alcon and/or its Affiliates and sublicensees are required to pay to a third party in settlement of such Claim claims with the consent of Onyx, or as Ono may determine, with the consent of Onyx, that it is commercially necessary to pay royalties or other fees to a Third Party to obtain a license to practice any Third Party’s rights in order to continue practice Licensed Patents or New Licensed Patents and/or use Licensed Know-How or New Licensed Know-How licensed to exercise Alcon's license rights as set forth Ono hereunder in this Agreement. Notwithstanding the foregoingTerritory in order to avoid the infringement of a claim of a Patent(s) owned or controlled by a Third Party in the Territory and the infringement of such Patent cannot reasonably be avoided by Ono (“Third Party License”), during the Royalty Term, Ono may deduct up to [*] percent ([*]%) of the total royalties for such Third Party Licenses due to such Third Parties (or such amounts expended by Ono in settlement of such infringement actions with Onyx’s consent) from the royalties due to Onyx with respect to Net Sales of such Product in the Territory under Section 8.3; provided that, in no event shall the royalties owed Pharmacyclics under payable by Ono pursuant to Section 4.4(a) 8.3 be reduced by more than [*] percent ([*]%) than the amounts that would have otherwise been payable to Onyx in any given royalty periodquarter. (b) In the event a third party asserts that a patent or other proprietary right owned by it is infringed by Pharmacyclics or its Affiliates as a consequence of Alcon's manufacture, use, importation, offer for sale or sale of a Licensed Product in the Field and in the Territory and such alleged infringement does not arise from Alcon's use of the Pharmacyclics Technology, Alcon shall indemnify and hold harmless Pharmacyclics, its Affiliates and sublicensees and all officers, directors, employees and agents thereof from all damages, losses, * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the Commission pursuant to Rule 406.