Common use of Offensive Actions Clause in Contracts

Offensive Actions. With respect to infringement of any Sankyo Patent Right claiming the composition or use of a Licensed Compound, ArQule Derivative Compound, or Royalty-Bearing Product, Sankyo shall have the primary right, but not the obligation, to enforce such Patent Right under its sole control and at its sole expense. In such event, Sankyo shall be exclusively entitled to all proceeds or recoveries resulting therefrom, but from such proceeds or recoveries Sankyo shall pay ArQule a royalty in accordance with Section 8.5. on damages recovered for sales lost to the infringer. In the event that Sankyo declines to enforce such Patent Right with respect to a Royalty-Bearing Product where the sales of the alleged infringer are at least twenty percent (20%) of the market for said product, then ArQule shall have the secondary right to enforce such Patent Right under its sole control and at its sole expense. In such event, ArQule shall be exclusively entitled to all proceeds or recoveries resulting therefrom.