Common use of Intellectual Property Enforcement Clause in Contracts

Intellectual Property Enforcement. (a) In the event that either Party becomes aware of any infringement or potential infringement of any of the Licensed IP, Hansoh Patents or Joint Patents by a Third Party in the Territory, such Party shall promptly notify the other Party in writing, identifying the infringer or potential infringer and the infringement complained of and furnishing the information upon which such determination is based. Hansoh shall have the exclusive right to enforce Hansoh Patents in the Territory, and Viela shall have the right to enforce Hansoh Patents outside the Territory. Viela shall also have the right, but not the obligation, to ▇▇▇ such alleged infringers in the Territory in connection with the Licensed IP or Joint Patents. Viela shall consult with Hansoh prior to initiating any such infringement suit in the Territory to ensure that the intended course of action is not likely to adversely affect Hansoh’s Development and Commercialization of the Licensed Product within the Territory. In the event that Viela elects not to initiate a lawsuit or take other reasonable action with respect to an infringement described in this Section 12.4 of any Licensed Patents owned by Viela or Joint Patents in the Territory, or any Hansoh Patent or Joint Patent outside the Territory, Hansoh shall have the right, but not the obligation, to initiate such suit or take such other action, after providing [***] ([***]) [***] (or [***] ([***]) [***] in the event there is a time limit) notice to Viela and giving good faith consideration to Viela’s reason(s) for not initiating a suit or taking other action. (b) If one Party elects to bring suit or take action under this Section 12.4 against an infringement, then the other Party shall have the right, prior to commencement of the suit or action, to join any such suit or action. Each Party shall provide to the Party enforcing any such rights under this Section 12.4 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, and shall consult the other Party in any important aspects of such enforcement, including determination of material litigation strategy and filing of important papers to the competent court. Neither Party shall settle any claim, suit or action that it brought under this Section 12.4 involving Licensed IP or Joint Patents without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned. (c) If either Party recovers monetary damages from any Third Party in a suit or action brought under Section 12.4 or any royalties, milestones or other payments from a license agreement with a Third Party resulting from any alleged infringement of Licensed IP or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, action or license negotiations, and any remaining amounts shall be retained by the Party bringing the suit or action; provided if such Party is Hansoh, such remaining amounts shall be included in the Net Sales in the applicable calendar year.

Intellectual Property Enforcement. (a) In the event that 10.4.1 If either Party becomes aware learns of any infringement an actual, potential or potential suspected, unauthorized use, misappropriation or infringement of any of the Licensed IP, Hansoh Patents Aversion Patent Rights or Joint Patents Aversion Technology by a Third Party, including the receipt of a Paragraph IV Certification with respect to the Product (a “Third Party in the TerritoryInfringement”), such Party shall promptly notify the other Party in writingwriting and shall promptly provide such other Party with available evidence of such Third Party Infringement. Subject to Section 10.4.5, identifying Section 10.4.2 sets forth the infringer or potential infringer rights of the Parties to commence and prosecute an action relating to such Third Party Infringement (an “Offensive Infringement Action”). 10.4.2 During the infringement complained of Term and furnishing thereafter with respect to events arising during the information upon which such determination is based. Hansoh Term, (i) Acura shall have the exclusive right to enforce Hansoh Patents in the Territory, and Viela shall have the right to enforce Hansoh Patents outside the Territory. Viela shall also have the first right, but not the obligation, to ▇▇▇ undertake control of, and manage and prosecute, including selection of counsel (collectively, “Prosecute”), such alleged infringers Offensive Infringement Action, except as otherwise provided in subsection (ii) below; (ii) Egalet shall have the Territory in connection with first right, but not the Licensed IP or Joint Patents. Viela shall consult with Hansoh prior obligation, to initiating any Prosecute such infringement suit in the Territory to ensure that the intended course of action Offensive Infringement Action if it is not likely to adversely affect Hansoh’s Development and Commercialization of the Licensed Product within the Territory. In the event that Viela elects not to initiate a lawsuit or take other reasonable action with respect to an infringement described in this Section 12.4 of any Licensed Patents owned by Viela or Joint Patents in the TerritoryProduct-specific Offensive Infringement Action, or any Hansoh Patent or Joint Patent outside is in response to a Paragraph IV Certification relating to the TerritoryProduct; (iii) Acura, Hansoh shall have the right, but not the obligation, to initiate Prosecute any such suit or take such other action, after providing [***] Offensive Infringement Action for which Egalet is not undertaking the Prosecution as provided in subsection ([***]ii) [***] (or [***] ([***]) [***] in the event there is a time limit) notice to Viela and giving good faith consideration to Viela’s reason(s) for not initiating a suit or taking other action.above; and (biv) If one Party elects to bring suit or take action under this Section 12.4 against an infringement, then the other Party Egalet shall have the right, prior but not the obligation, to commencement Prosecute any Offensive Infringement Action for which Acura is not undertaking the Prosecution as provided in subsection (i) above. 10.4.3 A Party having the first right to prosecute an Offensive Infringement Action shall request a meeting to discuss whether it intends to Prosecute such action within (i) fifteen (15) days in the case of an Offensive Infringement Action relating to a Paragraph IV Certification for the suit or Product, and (ii) within ninety (90) days after receiving such written request for other Offensive Infringement Actions. If the Party having the first right of Prosecution declines to Prosecute the action, to join any such suit or action. Each Party shall provide to the Party enforcing any such rights under this Section 12.4 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of may, by written notice to the status declining Party, Prosecute such action. 10.4.4 The Prosecuting Party shall control and progress manage such action (including without limitation, control over the settlement of such enforcement effortsaction, shall reasonably consider the other Party’s comments on any such efforts, and shall consult provided the other Party in any important aspects of consents to such enforcement, including determination of material litigation strategy and filing of important papers to the competent court. Neither Party shall settle any claim, suit or action that it brought under this Section 12.4 involving Licensed IP or Joint Patents without the prior written consent of the other Partysettlement, such consent not to be unreasonably withheld, delayed or conditioned. ) and the other Party shall cooperate with the Prosecuting Party and join the action as required by law for subject matter jurisdiction or as reasonably requested. If the other Party joins the action it may do so at its sole cost and expense, and the Prosecuting Party shall not oppose any attempt by the other Party to join, or otherwise intervene in such action. The Parties’ shall share out-of-pocket expenses (cincluding attorneys’ fees) solely with respect to Product-specific Offensive Infringement Actions as follows: [*****]. Any and all amounts recovered with respect to a Product-specific Offensive Infringement Action shall be applied first to reimburse the Parties for their reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses already paid under Section 6.14(a)) in Prosecuting such Product-specific Offensive Infringement Action. If either Party recovers monetary damages from such proceeds are insufficient with respect to Product-specific Offensive Infringement Actions, then the Parties shall share such remaining out-of pocket expenses according to the sharing of such expenses for Product-specific Offensive Infringement Actions as provided above in this Section 10.4.4. Any recovery in excess of the Parties’ out-of-pocket expenses with respect to a Product-specific Offensive Infringement Action will be shared as follows: [*****]. Notwithstanding the foregoing, Acura’s consent (which shall not be unreasonably withheld, delayed or conditioned) shall be required for any settlement that entails any license, covenant not to ▇▇▇ relating to, dedication to the public, admission of non-infringement, invalidity or unenforceability or abandonment of any of Acura’s intellectual property, including, without limitation, the Aversion Technology, and Egalet’s consent (which shall not be unreasonably withheld, delayed or conditioned) shall be required for any settlement that entails any license or covenant not to ▇▇▇ with respect to any Third Party in Infringement related to a suit or action brought under Section 12.4 or any royalties, milestones Paragraph IV Certification with respect to the Product or other payments from a license agreement with a Third Party resulting from Product-specific Offensive Infringement Action, or that would otherwise grant any alleged infringement rights to manufacture, use, sell or otherwise commercialize [*****] or admission of Licensed IP non-infringement, invalidity or Joint Patents, such recovery shall be allocated first to the reimbursement unenforceability or abandonment of any expenses incurred by the Parties in such litigation, action or license negotiations, and any remaining amounts shall be retained by the Party bringing the suit or action; provided if such Party is Hansoh, such remaining amounts shall be included in the Net Sales in the applicable calendar yearProduct-specific Intellectual Property. 10.4.5 [*****]

Intellectual Property Enforcement. (a) In the event that either Party becomes aware of any infringement or potential infringement of any of the Licensed IP, Hansoh Timber Patents or Joint Patents by a Third Party in the TerritoryTerritory A, such Party shall promptly notify the other Party in writing, identifying the infringer or potential infringer and the infringement complained of and furnishing the information upon which such determination is based. Hansoh Timber shall have the exclusive right to enforce Hansoh Timber Patents in the Territory, and Viela shall have the right to enforce Hansoh Patents outside the Territory. Viela shall also have the right, but not the obligation, to ▇▇▇ such alleged infringers in the Territory in connection with the Licensed IP or Joint Patents. Viela shall consult with Hansoh prior to initiating any such infringement suit in the Territory to ensure that the intended course of action is not likely to adversely affect Hansoh’s Development A, and Commercialization of the Licensed Product within the Territory. In the event that Viela elects not to initiate a lawsuit or take other reasonable action with respect to an infringement described in this Section 12.4 of any Licensed Patents owned by Viela or Joint Patents in the Territory, or any Hansoh Patent or Joint Patent outside the Territory, Hansoh AFT shall have the right, but not the obligationin cooperation with and pursuant to good faith discussions with Timber, to initiate such suit enforce Timber Patents (only in cases of potential infringement by a Third Party making, using (for any purpose, including research or commercial purposes), offering to sell or selling a product suspected to infringe the Licensed Product) and the Licensed IP outside Territory A. If Timber does not take enforcement action in Territory A within thirty (30) days of its submission or receipt of notice of infringement under this Section 12.4(a), then AFT may take such other action, after providing [***] ([***]) [***] (or [***] ([***]) [***] in the event there is a time limit) notice to Viela and giving good faith consideration to Viela’s reason(s) for not initiating a suit or taking other enforcement action. (b) If one Party elects to bring suit or take action under this Section 12.4 against an infringement, then the other Party shall have the right, prior to commencement of the suit or action, to join any such suit or action. Each Party shall provide to the Party enforcing any such rights under this Section 12.4 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, and shall consult the other Party in any important aspects of such enforcement, including determination of material litigation strategy and filing of important papers to the competent court. Neither Party shall settle any claim, suit or action that it brought under this Section 12.4 involving Licensed IP or Joint Patents without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned. AFT shall not settle any claim, suit or action involving Timber Patents without the prior written consent of Timber. (c) If either Party recovers monetary damages from any Third Party in a suit or action brought under Section 12.4 or any royalties, milestones or other payments from a license agreement with a Third Party resulting from any alleged infringement of Licensed IP IP, Joint Patents or Joint Timber Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, action or license negotiationsnegotiations (first to the enforcing Party, then to the other Party), and any remaining amounts shall be retained by the Party bringing the suit or action; provided if such Party is HansohTimber, such remaining amounts shall be included in the Net Sales in the applicable calendar year, and if such Party is AFT, such remaining amounts shall be included in Territory B Revenue Share in the applicable calendar year.

Intellectual Property Enforcement. (a) In the event that either Party becomes aware of any infringement or potential infringement of any of the Licensed IPEach Party, Hansoh Patents or Joint Patents by a Third Party in the Territoryas Licensee, such Party shall promptly notify the other Licensor in writing if it suspects, or otherwise becomes aware of, any Infringement of the Licensor’s Intellectual Property Rights by any Third Party. (b) Each Party in writing, identifying (the infringer or potential infringer and the infringement complained of and furnishing the information upon which such determination is based. Hansoh “Enforcing Party”) shall have the sole and exclusive right to enforce Hansoh Patents in the Territory, and Viela shall have the right to enforce Hansoh Patents outside the Territory. Viela shall also have the right, but not the obligation, to ▇▇▇ such alleged infringers in bring an action against any Third Party for the Territory Infringement of its Intellectual Property Rights. The other Party shall provide the Enforcing Party with reasonable assistance in connection with the Licensed IP or Joint Patents. Viela shall consult with Hansoh prior to initiating any such infringement suit in the Territory to ensure that the intended course of action is not likely to adversely affect Hansoh’s Development and Commercialization of the Licensed Product within the Territory. In the event that Viela elects not to initiate a lawsuit or take other reasonable action with respect to an infringement described in this Section 12.4 of any Licensed Patents owned by Viela or Joint Patents in the Territory, or any Hansoh Patent or Joint Patent outside the Territory, Hansoh shall have the right, but not the obligation, to initiate such suit or take such other action, after providing [***] ([***]) [***] (or [***] ([***]) [***] in at the event there is a time limit) notice to Viela and giving good faith consideration to Viela’s reason(s) for not initiating a suit or taking other action. (b) If one Party elects to bring suit or take action under this Section 12.4 against an infringement, then the other Party shall have the right, prior to commencement of the suit or action, to join any such suit or action. Each Party shall provide to the Party enforcing any such rights under this Section 12.4 reasonable assistance in such enforcement, at such enforcing Enforcing Party’s reasonable request and expense, including joining assistance in gathering and sharing relevant documentation or information demonstrating such Infringement. In addition, the non-Enforcing Party will agree to join any such action as a party plaintiff if required by Applicable under applicable Law in order to pursue assert or litigate such actionaction and where the applicable Third Party is also Infringing the non-Enforcing Party’s Intellectual Property Rights; provided that the non-Enforcing Party shall not be obligated to join any such action if the non-Enforcing Party reasonably determines that joining such action would be expected to result in disproportionate adverse effects to the non-Enforcing Party’s rights or interests (including on the non-Enforcing Party’s business, operations or reputation) as compared to the benefits to Parties’ collective rights or interests. The enforcing Enforcing Party shall keep the other Party regularly reasonably informed (as appropriate given the degree of cooperation requested and provided) of the status and progress of such enforcement efforts. Unless otherwise mutually agreed by the Parties in writing, the Enforcing Party shall reasonably consider the other Party’s comments on any such efforts, pay all legal fees and shall consult the other expenses incurred by either Party in any important aspects of such enforcement, including determination of material litigation strategy and filing of important papers to the competent court. Neither Party shall settle any claim, suit or action that it brought connection with their respective performance under this Section 12.4 involving Licensed IP or Joint Patents without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned5.3(b). (c) If either (i) the Parties mutually agree to a cost-sharing allocation with respect to legal fees and other enforcement costs pursuant to Section 5.3(b), and (ii) the Enforcing Party recovers any monetary damages from any Third Party in a suit or connection with any action brought commenced under this Section 12.4 5.3, or any royalties, milestones royalties or other payments fees from a license an agreement with a Third Party resulting from any alleged infringement arising out of Licensed IP or Joint Patentsits enforcement under this Section 5.3, then such monetary recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in connection with such litigation, action or license negotiationsenforcement, and any according to the applicable allocation of expenses mutually agreed by the Parties pursuant to Section 5.3(b). Any remaining amounts shall be retained by the Party bringing the suit or action; provided if such Party is Hansoh, such remaining amounts shall be included in the Net Sales in the applicable calendar yearEnforcing Party.

Intellectual Property Enforcement. (a) In the event that either Party becomes aware of any infringement actual or potential infringement infringement, misappropriation or other violation of any of the Licensed IP, Hansoh Patents or Joint Patents Product IP by a Third Party in the Territory, such Party shall promptly notify the other Party in writing, identifying the infringer such Third Party and such infringement, misappropriation or potential infringer and the infringement complained of other violation and furnishing the information upon which such determination is based. Hansoh Alimera shall have the exclusive right to enforce Hansoh Patents in the Territory, and Viela shall have the right to enforce Hansoh Patents outside the Territory. Viela shall also have the first right, but not the obligation, to ▇▇▇ address such alleged infringers in infringement as seen fit, including as stipulated under the Territory in connection with the Licensed IP or Joint PatentsMaster License and including by suing such Third Party. Viela Alimera shall consult with Hansoh Ocumension prior to initiating any such infringement suit in the Territory to ensure that the intended course of action is not likely to adversely affect Hansoh’s Development and Commercialization of the Licensed Product within the Territory. In the event that Viela Alimera elects not to initiate a lawsuit or take other reasonable action with respect to an infringement described in this Section 12.4 infringement, misappropriation or other violation of any Licensed Patents owned by Viela or Joint Patents in the TerritoryProduct IP, or any Hansoh Patent or Joint Patent outside the Territory, Hansoh Ocumension shall have the right, but not the obligation, to initiate such suit or take such other actionaction at Ocumension’s sole expense, after providing [***] thirty ([***]30) [***] days (or [***] five ([***]5) [***] days in the event there is a time limit) notice to Viela Alimera and giving good faith consideration to VielaAlimera’s reason(s) for not initiating a suit or taking other action. (b) If one Party elects to bring suit or take action under this Section 12.4 11.8 against an infringement, misappropriation or other violation, then the other Party shall have the right, prior to commencement of the suit or action, to join any such suit or action. Each Party shall provide to the Party enforcing any such rights under this Section 12.4 11.8 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such action as a party plaintiff if required by Applicable Law Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, and shall consult the other Party in any important aspects of such enforcement, including determination of material litigation strategy and filing of important papers to the competent court. Neither If the other Party has joined or been joined to a claim, suit or action, neither Party shall settle any such claim, suit or action that it brought under this Section 12.4 11.8 involving Licensed Product IP or Joint Patents without the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned.. 36 (c) If either Party recovers monetary damages from any Third Party in a suit or action brought under this Section 12.4 11.8 or any royalties, milestones or other payments from a license agreement with a Third Party resulting from any alleged infringement of Licensed Product IP or Joint Patentsin the Territory, such recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such litigation, action or license negotiations, and any remaining amounts shall be retained allocated equally between the Parties, if the other Party has joined, otherwise solely by the Party bringing which has brought the suit or action; provided if such Party is Hansoh, such remaining amounts shall be included in the Net Sales in the applicable calendar year.