Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) Each Party will notify the other within *** business days of becoming aware of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each As between DURECT and PTI, DURECT shall have the first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party will notify based on DURECT’s Patent Rights or DURECT Technology relating to the other within *** business days of becoming aware manufacture, use or sale of any infringement by products incorporating any Opioid Drug intended for the oral route comprising a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product Controlled Release Carrier in the Field in the Licensed Territory within [* * *] months after receipt of which such Party becomes awarewritten notice from PTI, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS PTI shall have the right, but not the duty, to institute such an action, provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first right to bring reimburse the Party(ies) initiating and control any legal maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriateaction, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request remainder of the Party bringing the action, the other Party recovery shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party be (to the action if required. extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (d) In connection i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating Section 9.5 to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or if received by importation of products incorporating any Opioid Drug within the other Party, paid toField intended for the oral route comprising a Controlled Release Carrier) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionDURECT. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of after becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime PatentsPandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareCollaboration IP Patent Right, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime PatentsPandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint PatentsCollaboration IP Patent Right (collectively, or HGS Patents (collectively “Product Infringement”). (b) HGS Astellas shall have the first right to bring and control any legal action in connection with such Product any Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime Pandion shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Pandion and its counsel with copies all court filings and material supporting documentation, and, at the request of Pandion, reasonable access to Astellas’ counsel for consultation, provided that, unless Pandion is joined as a party to such action, any counsel retained by Pandion shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If HGS Astellas decides not to bring such legal action, it shall so inform FivePrime notify Pandion promptly in writing and FivePrime Pandion shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSAstellas. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime PatentsPandion Collaboration IP Patent Rights, Astellas Collaboration IP Patent Rights or Joint Patents, or HGS Patents Collaboration IP Patent Rights without the prior written consent of the other Party. (e) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will shall be shared by the Parties split as follows: (i) if Astellas brought the enforcement action, Astellas shall receive [*** ] percent ([***]%) of such the Remainder and Pandion shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and receive [*** ] percent ([***]%) of such the Remainder, and (ii) if Pandion brought the enforcement action, Pandion shall receive [**] percent ([**]%) of the Remainder and Astellas shall be paid to receive [**] percent ([**]%) of the Party not bringing such actionRemainder. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other within *** business days of becoming aware of any infringement by a Third Party of any of the FivePrime PatentsRIBOZYME Patent Rights, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which may come to such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choiceParty's attention. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the FivePrime Patents for RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement that is not was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Product InfringementParty to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. (a) Each If either Party will notify the other within *** business days of becoming becomes aware of any infringement or threatened infringement by a Third Party of any CG Patent on account of the FivePrime Patentsa Third Party’s manufacture, Joint Patentsuse or sale of a Licensed Compound or Product, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, judgment or similar equivalent action alleging the invalidity, unenforceability or non-challenging any CG Patent in connection with any such infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively a “Product Infringement”), it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement or threatened infringement, or declaratory judgment or equivalent action, by such Third Party. (b) HGS Aptose shall have the first right exclusive right, but not the obligation, to bring and control a suit or otherwise take action against any legal action in connection with such Product Infringement in the Licensed Territory Territory, at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its own choice. If HGS decides ; provided, however, if Aptose elects not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control a suit or otherwise take action against any legal action in connection with such Product Infringement in the Licensed Territory Territory, then unless Aptose has a good faith, commercially reasonable reason not to enforce the applicable CG patents, the reduction in royalties for entry of a Generic Product as set forth in Section 7.2(d) (Generic Entry) will not apply. CG shall cooperate with and provide reasonable assistance to Aptose in such enforcement, at its own expense Aptose’s request and expense. CG further agrees to join, at Aptose’s expense, any such action brought by Aptose under this Section 8.3 as it reasonably determines appropriate after consultation with HGSa party plaintiff if required by Applicable Laws to pursue such action. Aptose shall keep CG regularly informed of the status and progress of such enforcement efforts. (c) At the request Any recovery obtained by Aptose in connection with or as a result of any action against a Product Infringement, whether by settlement or otherwise, shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then four percent (4%) of the Party bringing the actionbalance be paid to CG, the other Party shall provide reasonable assistance in connection therewith, including and any remaining balance be retained by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredAptose. (d) In connection with Aptose may exercise any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, of its rights under this Section 8.3 through an Affiliate or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other PartySublicensee. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (As between the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other PartyParties, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime Aptose shall have the exclusive right right, but not the obligation, to enforce bring a suit or otherwise take action against any infringement or threatened infringement of any Patent in the FivePrime Patents Aptose Program Technology worldwide, and shall first reimburse Aptose for any infringement that is not a Product Infringementof its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then four percent (4%) of the balance be paid to CG, and any remaining balance be retained by Aptose. CG shall cooperate with and provide reasonable assistance to Aptose in such enforcement, at Aptose’s request and expense.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming aware Party in writing of any existing or threatened infringement of any Licensed Patents by a Third Party of any of the FivePrime PatentsParty, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Licensed Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with such Product Infringement to enforce the Licensed Patents against any infringement in the Licensed Field in the Territory at its own Licensee’s cost and expense and as it Licensee reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choiceappropriate after consultation with Licensor. If HGS decides Licensee does not to bring such legal actionaction prior to the earlier of (i) [***] after the notice provided pursuant to Section 5.3(a), it shall so inform FivePrime promptly and FivePrime or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action in connection with such Product Infringement in to enforce the Licensed Territory Patents against such infringement at its own Licensor’s cost and expense and as it Licensor reasonably determines appropriate after consultation with HGSLicensee. (c) At the enforcing Party’s request of the Party bringing the actionand expense, the other Party shall provide to the enforcing Party with all reasonable assistance in connection therewithsuch enforcement effort, including by executing reasonably appropriate documents, cooperating in discovery and joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party reasonably informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such enforcement action if requiredby counsel of its own choice and at its own expense. (d) In The enforcing Party shall bear all of the costs and expenses incurred in connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent enforcement of the other Licensed Patents under Section 5.3(b). Any recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such enforcement action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amount shall be retained by the enforcing Party, except that if Licensee is the enforcing Party, then the remaining amount shall be deemed Net Sales and subject to royalty payment under Section 4.3. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (As between the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other PartyParties, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime Licensor shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product Infringementoutside the Territory, at Licensor’s cost and expense and as Licensor reasonably determines appropriate.

Patent Enforcement. (a) Each Party will shall notify the other within *** business days of becoming promptly after such Party becomes aware of any alleged infringement of any OSIRIS Patent in the Territory with respect to a Product for use in the Field. If any of the OSIRIS Patents under which JCR holds a license hereunder is infringed by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of with respect to a Product for use in the Field in the Licensed Territory of which Territory, JCR shall have the right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions name of OSIRIS and/or in other jurisdictions the name of JCR, and to join OSIRIS as a party plaintiff if required. JCR shall promptly notify OSIRIS of any declaratory judgment, opposition, or similar action alleging such infringement and shall keep OSIRIS informed as to the invalidity, unenforceability or non-infringement prosecution of any action for such infringement. JCR shall have the full control over the conduct of the FivePrime Patentslitigation including settlement thereof provided, Joint Patentshowever, that JCR shall make no decision, including, but not limited to, settlement which adversely affects the validity or HGS enforceability of the OSIRIS Patents (collectively “Product Infringement”without the written consent of OSIRIS. It is understood that in the case of OSIRIS Patents sublicensed to JCR, the rights of this Section 7.2(a) are subject to the terms and restrictions of the Third Party Agreement(s). (b) HGS shall have In the first right to bring and control event that JCR does not institute an infringement proceeding against an offending Third Party within ninety (90) days after becoming aware or receiving notice of any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriatealleged infringement, and FivePrime then OSIRIS shall have the right and option, but not the obligation, to be represented in institute such an action and to retain any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSrecovered damages. (c) At In any infringement suit either Party may institute to enforce any OSIRIS Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party bringing initiating such suit, cooperate in all respects and, to the actionextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the other Party shall provide like. All reasonable assistance out-of-pocket costs incurred in connection therewith, including with rendering cooperation requested hereunder shall be paid by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredParty requesting cooperation. (d) In connection with The costs and expenses of any such proceeding, action instituted pursuant to this Section 7.2 (including reasonable fees of attorneys and other professionals) shall be borne by the Party bringing instituting the action action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall not enter into any settlement admitting be borne by the invalidity of, or otherwise impairing Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party’s rights in, Party to institute and prosecute such infringement actions (if such other Party has the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Partyright to institute and prosecute such infringement actions pursuant to this Section 7.2). (e) Any recoveries resulting from In the event that either Party shall undertake the enforcement of any OSIRIS Patent, any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action relating to a claim (whether by way of Product Infringement settlement or otherwise) shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%i) first, to reimbursement of such Remainder shall be retained each Party for all expenses incurred by (or if received by the other Party, paid to) the Party bringing each in connection with such action, on a pro rata basis, and *** percent (***%ii) of such Remainder second, any remaining balance shall be paid allocated to the Party not bringing undertaking the action, except that any such actionamount received by JCR shall be deemed to be Net Sales hereunder, for which OSIRIS shall be entitled to receive a royalty as provided in this Agreement. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall notify the other within *** business days of becoming promptly after such Party becomes aware of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-alleged infringement of any Product Patent in any country in the Territory. With respect to any alleged infringement solely involving a Valid Claim(s) of any Product Patents with respect to which BMS then holds a license under this Agreement, subject to the rights of Lilly under Section 8.2 of the FivePrime PatentsLilly Agreement, Joint Patentsif any, and subject to the provisions of Section 11.1(b), BMS shall have the first right, but not the duty, to institute patent infringement actions against Third Parties. If BMS does not institute an infringement proceeding against an offending Third Party within 90 days after becoming aware or HGS Patents (collectively “Product Infringement”)receiving notice of any alleged infringement, then ICAgen shall have the right, but not the duty, to institute such an action. (b) HGS With respect to any alleged infringement relating to an Excluded area compound or a Product consisting of an Excluded area compound or containing an Excluded area compound as an active ingredient, unless the Parties otherwise agree, BMS and ICAgen shall have cooperate in instituting and maintaining such action. BMS shall bear [**]% of the first right costs and expenses of any action instituted pursuant to bring this Section 11.1(b) (including reasonable fees of attorneys and control other professionals), and ICAgen shall bear [**]% of such costs and expenses. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the Parties to jointly institute and prosecute such infringement actions. Any settlement of any legal such action shall be subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, if any. In any event, neither Party shall enter into a settlement with respect to any such action without the prior consent of both Parties, which will not be unreasonably withheld. Any award or compensation (including the fair market value of nonmonetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of the Parties, on a pro rata basis, for all expenses incurred by each in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriateaction, and FivePrime (ii) second, any remaining balance shall have the right be allocated [**]% to BMS and [**]% to ICAgen, except that with respect to Grant-Back Compounds and Grant-Back Products, any remaining balance shall be represented in any such action by counsel of its choice. If HGS decides not allocated [**]% to bring such legal action, it shall so inform FivePrime promptly BMS and FivePrime shall have the right [**]% to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSICAgen. (c) At With respect to any alleged infringements other than as described in Section 11.1(a) or (b), the request Parties shall determine how they should proceed with respect to such alleged infringement at such time, subject to the rights of Lilly under Section 8.2 of the Party bringing Lilly Agreement, if any. If the actionParties cannot agree as to how to proceed, the other Party matter shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party be resolved pursuant to the action if requiredarbitration provision set forth in Section 16.14. (d) In connection with any such proceedingExcept as otherwise provided in Section 11.1(b), the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses of any action instituted pursuant to this Section 11.1 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in connection therewith. Any instituting and maintaining such recoveries in excess of action, such costs and expenses (the “Remainder”) will shall be shared borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions (if such other Party has the right to institute and prosecute such infringement actions pursuant to this Section 11.1). Any settlement of any such action shall be subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, if any. Except as otherwise provided in Section 11.1(b), any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: *** percent (***%i) first, to reimbursement of such Remainder shall be retained the Parties, on a pro rata basis, for all expenses incurred by (or if received by the other Party, paid to) the Party bringing each in connection with such action, and (ii) second, any remaining balance shall be allocated [*** percent (]% to BMS and [***%) of such Remainder ]% to ICAgen, except that with respect to Grant-Back Compounds and Grant-Back Products, any remaining balance shall be paid allocated [**]% to the Party not bringing such actionBMS and [**]% to ICAgen. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each In the event either Party will notify the other within *** business days of becoming becomes aware of any actual or threatened infringement by a Third Party or use of any of the FivePrime PatentsPatent Rights (collectively, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any an “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”), that Party shall promptly notify and provide full details to the other Party provided that neither Party shall be required to provide information if it would waive attorney client privilege or would be a breach of confidentiality obligations with a Third Party. The Parties will meet to discuss the appropriate course of action, and may collaborate in pursuing such course or action; provided that the owner of the Patent Rights shall have sole discretion with respect to enforcement of such Patent Rights. (b) HGS With respect to infringement of any patent included in the Patent Rights owned by a Party that is likely to have a material adverse effect on any Product being developed or commercialized by the other Party or its Affiliates or Sublicensees pursuant to a license granted under this Agreement or the License Agreement or on any such license granted under this Agreement or the License Agreement, such other Party shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory right, at its own expense as it reasonably determines appropriateexpense, and FivePrime shall have the right to be represented in any such action by counsel of its own choice. If HGS decides , and, if the Party that owns such Patent Rights fails to bring an action or proceeding prior to the earlier of (a) a reasonable time days following the notice of alleged infringement not to bring exceed […***…] or (b) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such legal actionactions, it shall so inform FivePrime promptly and FivePrime the other Party shall have the right to bring and control any legal such action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSand by counsel of its own choice, and the Party that owns the Patent Rights shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (c) At the request of the If either Party bringing the action, lacks standing and the other Party shall provide reasonable assistance in connection therewithhas standing to bring any such suit, including by executing reasonably appropriate documentsaction or proceeding to enforce its Patent Rights, cooperating in discovery and joining as a party then the Responsible Party may request the other Party to do so at the action if requiredResponsible Party’s expense. The Party with standing is under no obligation to comply with such request, but rather is free to refuse such request. (d) No legal proceeding or claim regarding Patent Rights may be settled without the consent of the applicable owner of the Patent Rights. In connection with any such proceeding, the no event shall either Party bringing the action shall not enter into any settlement admitting agreement which makes any admission regarding (i) wrongdoing on the invalidity of, or otherwise impairing part of the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents (ii) the invalidity, unenforceability or absence of infringement of any Patent Rights owned or Controlled by the other Party, without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement . The Parties shall be first applied against payment of cooperate with each Party’s costs and expenses other in connection therewith. Any with any such recoveries claim, suit or proceeding and shall keep each other reasonably informed of all material developments in excess of connection with any such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (claim, suit or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionproceeding. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall notify the other within *** fifteen (15) business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Miragen Patents or Servier Patents, Joint Patents, which infringement adversely affects or HGS Patents through the Development is expected to adversely affect any Licensed Product or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareany Companion Diagnostic, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, Miragen Patents or HGS Servier Patents (collectively “Product Infringement”). (b) HGS Servier shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime Miragen shall have the right to be represented in any such action by counsel of its choice. If HGS Servier decides not to bring such legal action, it shall so inform FivePrime Miragen promptly and FivePrime Miragen shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSServier, unless Servier reasonably objects to such action for likely having a material adverse effect upon the Commercialization (including profitability) of the Licensed Product in the Territory. (c) Miragen shall have the exclusive right to bring and control any legal action in connection with such Product Infringement outside the Territory at its own expense as it reasonably determines appropriate. Miragen shall have the exclusive right to enforce the Miragen Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Servier shall have the exclusive right to enforce the Servier Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the first right in its territory to enforce the Joint Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate; if such Party decides not to bring such legal action, it shall so inform the other Party promptly and the other Party shall have the right to bring and control any legal action in connection with such infringement at its own expense as it reasonably determines appropriate after consultation with the Party having the first right to enforce, unless the Party having the first right to enforce reasonably objects to such action for likely having a material adverse effect upon its activities in its territory. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (de) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, Miragen Patents or HGS Servier Patents without the prior written consent of the other Party. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ef) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will shall be shared by [*]. Any recoveries resulting from enforcement action relating to a claim of Product Infringement outside the Parties as follows: *** percent (***%) of such Remainder Territory shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionMiragen. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each In the event either Party will notify the other within *** business days of becoming becomes aware of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgmentinterference, opposition, or request for reexamination, or similar action alleging proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the invalidityother Party hereto, unenforceability or non-and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of any a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the FivePrime Patents, Joint Patents, potentially infringing or HGS Patents (collectively “Product Infringement”). (b) HGS misappropriation activities. SGX shall have the first right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control any legal an action in connection with against such Product Infringement in the Licensed Territory at infringer by counsel of its own expense as it reasonably determines appropriatechoice, and FivePrime the non-enforcing Party shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory own choice at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the request interests of the other Party bringing in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the actionrights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party shall provide agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in connection therewiththis section and retain for its own account any amounts received from Third Parties; provided, including by executing reasonably appropriate documentshowever, cooperating in discovery and joining as a party to the action if required. (d) In connection with that any such proceeding, recovery over the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent costs of the other Party. (e) Any recoveries resulting from such an action relating enforcement of the Patent Rights shall be deemed Net Sales of the infringed Collaboration Product, subject to a claim royalty of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent ([...***...]%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (. 22 ***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.CONFIDENTIAL TREATMENT REQUESTED

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ] of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Licensed Patents, Joint Patents, which infringement adversely affects or HGS Patents through the Development or commercialization of a is expected to adversely affect any Licensed Product in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents in the Territory (collectively “Product Infringement”). (b) HGS shall have As between the Parties, Zai has the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides Zai does not to bring such legal actionaction within [*] after the notice provided pursuant to Section 13.3(a), it shall so inform FivePrime promptly and FivePrime shall have the right to Entasis may bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) At the request and expense of the Party bringing the actionan action under Section 13.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Law to pursue such action. In connection with any such proceedingenforcement action, the Party bringing the action shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Licensed Patents without the prior written consent of the other Party. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) provided that if Zai is the Party bringing enforcing Party, then such action, and *** percent (***%) of such Remainder excess recoveries shall be paid deemed Net Sales of Licensed Products and subject to the Party not bringing such actionroyalty payment in Article 9. (fe) FivePrime shall have Entasis has the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product InfringementInfringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and may retain all recoveries.

Patent Enforcement. (a) Each Party will shall notify the other within *** business days of becoming promptly after such Party becomes aware of any alleged infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field of any Patent licensed to either Party under this Agreement in any country. CURAGEN shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed Field and in the United States Territory. CURAGEN shall take all such actions under 21 U.S.C. §355(b)(2this Section 13.1(a) or 21 U.S.C. §355(j)(2(other than with respect to a Patent included solely in the CURAGEN Collaboration Technology) or similar provisions in other jurisdictions reasonable consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of any declaratory judgmentsuch infringement action CURAGEN institutes. TOPOTARGET shall execute all reasonable, oppositionnecessary and proper documents and take such actions, or similar action alleging the invalidityat CURAGEN’s request and expense, unenforceability or non-as shall be appropriate to allow CURAGEN to institute and prosecute infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”actions under this Section 13.1(a). (b) HGS The costs and expenses of bringing and maintaining any infringement action under Section 13.1(a) shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action borne solely by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSCURAGEN. (c) At Any award or compensation (including the request fair market value of the Party bringing the action, the other Party non-monetary compensation) paid by Third Parties as a result of any infringement action brought by CURAGEN under Section 13.1(a) (whether by way of settlement or otherwise) shall provide reasonable assistance be allocated first to reimbursement of CURAGEN for all expenses incurred by it in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party with such action. Any remaining award or compensation shall be allocated to the action if requiredParties in the following proportions: [*************************************************]. (d) In connection the event CURAGEN elects not to, or fails to, exercise its rights under Section 13.1(a) with respect to any alleged infringement of a Patent licensed to CURAGEN under this Agreement (i.e., excluding any Patent included solely in the CURAGEN Collaboration Technology) within 120 days after receiving notice thereof, TOPOTARGET shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such proceedingalleged infringement. TOPOTARGET shall take all such actions under this Section 13.1(d) in reasonable consultation with CURAGEN and shall keep CURAGEN apprised as to the status of any such infringement action TOPOTARGET institutes. CURAGEN shall execute all reasonable, the Party bringing the action shall not enter into any settlement admitting the invalidity ofnecessary and proper documents and take such actions, or otherwise impairing the other Partyat TOPOTARGET’s rights inrequest and expense, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement as shall be first applied against payment of each Party’s appropriate to allow TOPOTARGET to institute and prosecute infringement actions under this Section 13.1(d). The costs and expenses in connection therewith. Any such recoveries in excess of such costs bringing and expenses maintaining any infringement action under this Section 13.1(d) shall be borne solely by TOPOTARGET, and TOPOTARGET shall be entitled to retain any award or compensation (including the “Remainder”fair market value of non-monetary compensation) will be shared paid by the Third Parties as follows: *** percent (***%) a result of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing any such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. Each party shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Licensed Patents or the Program Patents of which such party becomes aware. (a) Each Party will notify the other within *** business days of becoming aware With respect to any infringement of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field patent included in the Licensed Territory of which such Party becomes aware, including any “patent certification” (Patents or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Program Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS Company shall have the first right right, but not the obligation, to bring and control any legal action in connection or proceeding with respect to such Product Infringement in the Licensed Territory infringement at its own expense as it reasonably determines appropriateand by counsel of its own choice, and FivePrime Licensor shall have the right right, at its own expense, to be represented in any such action by counsel of its own choice. If HGS decides not Company fails to bring an action or proceeding within (A) [***] days following the notice of alleged infringement or (B) [***] days before the time limit, if any, set forth in the applicable laws and regulations for the filing of such legal actionactions, it shall so inform FivePrime promptly and FivePrime whichever comes first, Licensor shall have the right to bring and control any legal action in connection or proceeding with respect to such Product Infringement in the Licensed Territory infringement at its own expense as it reasonably determines appropriate after consultation with HGSand by counsel of its own choice, and Company shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. (cb) At In the request of event a party brings an infringement action in accordance with this Section 5.4, the Party bringing the other party shall cooperate fully, including if required to bring such action, the other Party furnishing of a power of attorney. Neither party shall provide reasonable assistance have the right to settle any patent infringement litigation under this Section 5.4 in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to manner that diminishes the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, rights or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent interests of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess party without the consent of such costs and expenses other party (the “Remainder”) will which shall not be shared unreasonably withheld). Except as otherwise agreed to by the Parties parties as follows: *** percent (***%) part of a cost-sharing arrangement, any recovery realized as a result of such Remainder litigation, after reimbursement of any litigation expenses of Company and Licensor, shall be retained by (or if received the party that brought and controlled such litigation for purposes of this Agreement, except that any recovery realized by the other Party, paid to) the Party bringing such action, and *** percent (***%) Company as a result of such Remainder shall be paid litigation, after reimbursement of the parties’ litigation expenses, shall, to the Party not bringing such actionextent attributable to lost sales of Products, be treated as Net Sales of Products by Company. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify of MRC and ANAPTYS shall as soon as practicable after it becomes aware thereof give to the other within *** business days of becoming aware in writing reasonable particulars of any use or proposed use or threat of the same by another person in any country which in that Party’s view amounts to or might amount to an infringement of the Patent Rights in such country. ANAPTYS shall at its own expense and with legal counsel of its own choice, bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Patent Rights. MRC will cooperate with ANAPTYS and name ANAPTYS as a party if required for ANAPTYS to bring the suit. MRC shall cooperate fully with ANAPTYS and shall endeavor to cause the appropriate MRC scientists to cooperate with ANAPTYS at the request of ANAPTYS, including by a Third Party giving testimony and producing documents lawfully requested in the prosecution of any suit by ANAPTYS for infringement of the FivePrime MRC Patents; provided, Joint Patents, or HGS Patents through the Development or commercialization of a Product that ANAPTYS shall pay all reasonable expenses (including attorneys’ fees) incurred by MRC in the Field in the Licensed Territory of which connection with such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)cooperation. (b) HGS If ANAPTYS does not wish to undertake such action MRC shall have the first right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the Licensed Territory undertake proceedings at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by with legal counsel of its own choice. If HGS decides not Any damages, monetary awards or other amount recovered, whether by judgment or settlement, pursuant to bring such legal actionany suit, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any proceeding or other legal action in connection with such Product Infringement in taken under this section shall be to the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request account of the Party bringing and prosecuting the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredsame. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each In the event either Party will notify the other within *** business days of becoming becomes aware of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgmentinterference, opposition, or request for reexamination, or similar action alleging proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 5.2(a) or 5.2(b), it shall promptly notify the invalidityother Party hereto, unenforceability or non-and the Parties shall agree on the steps which shall be taken to protect the pertinent patent. In the event either Party becomes aware of any possible infringement of any a patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration, it shall promptly notify the other Party hereto, providing a written description of the FivePrime Patents, Joint Patents, potentially infringing or HGS Patents (collectively “Product Infringement”). (b) HGS misappropriation activities. SGX shall have the first right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of patents within SGX Background Technology. Roche shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of patents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a patent pursuant to this Section fails to bring an action or proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement, the other Party shall have the right to bring and control any legal an action in connection with against such Product Infringement in the Licensed Territory at infringer by counsel of its own expense as it reasonably determines appropriatechoice, and FivePrime the non-enforcing Party shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory own choice at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At expense. The Party controlling an action involving any infringement of a patent under this Section shall consider in good faith the request interests of the other Party bringing in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the actionrights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party shall provide agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party authority to file and prosecute the action if required. (d) suit. In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action each case relating to infringement of a claim patent under this Section, each Party shall bear the costs of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess its enforcement of such costs rights discussed in this section and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if retain for its own account any amounts received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionfrom Third Parties. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify 11.1 If at any time during the other within *** business days TERM of becoming this Agreement either party shall become aware of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-threatened infringement of any of ASU’s COLLECTIVE PATENT RIGHTS, such party shall give immediate notice of it to the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS other party. ASU shall have the first right take all reasonable steps to bring enforce ASU’s COLLECTIVE PATENT RIGHTS against infringers. LICENSEE and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, SUB- LICENSEES shall give reasonable assistance to ASU and FivePrime shall have the right to be represented join in any such infringement or enforcement action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSto recover damages for injury to LICENSEE or its SUB-LICENSEES resulting from the infringement. 11.2 If ASU is not able or willing to take action against an infringer as set forth above, ASU shall, within one hundred twenty (c120) At the request days of receipt of notice of the Party bringing alleged infringement, notify LICENSEE that it will not take action against the infringer. LICENSEE, and/or its SUB-LICENSEES, after giving ASU written notice of its (their) intention to do so, may at its or their own expense take action. ASU shall permit, if legally necessary, the use of its name and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. LICENSEE shall keep ASU informed of the progress of the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement ASU shall be first applied against payment of each Party’s costs and expenses in connection therewithentitled to separate counsel at its own expense. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared recovery received by the Parties as follows: *** percent (***%) of such Remainder LICENSEE pursuant to this Paragraph shall be retained by (or if received by for the other Partybenefit of LICENSEE, paid to) the Party bringing such action, and *** percent (***%) of such Remainder provided that royalties specified in Article 5 shall be paid to the Party not bringing such actionASU on that portion of any recovery remaining after reimbursement of all of LICENSEE’s expenses hereunder. 11.3 If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU COLLECTIVE PATENT RIGHTS, those payments shall be credited against LICENSEE’s royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4 After an initial determination by a court or tribunal that a claim or claims of any of the ASU COLLECTIVE PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU COLLECTIVE PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (f30) FivePrime days after receipt of the determination of the court of last resorts. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5 Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the exclusive right order permit at least one counsel from each party access to enforce information provided under the FivePrime Patents for any infringement that is not a Product Infringementprotective order without restriction.

Patent Enforcement. 11.1 If LICENSEE shall have supplied LICENSOR with written evidence demonstrating infringement of the Licensed Patent Rights by a third party, LICENSEE may, by written notice, request LICENSOR to take steps to assert such Licensed Patent Rights against such infringing product. LICENSOR shall within six (6) months of the receipt of such notice either (a) Each Party will notify the other within *** business days of becoming aware of any cause such infringement by a Third Party of any of the FivePrime Patents, Joint Patents, to terminate or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS shall have initiate and continue legal proceedings against the first right infringer, or pursue other equivalent legal or patent remedies. If LICENSOR fails to bring and control any legal action take either of the actions specified in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriateclause (a) or (b) above, LICENSEE may, upon notice to LICENSOR, discontinue making royalty payments to LICENSOR that are due hereunder, and FivePrime shall have the right to be represented further royalty payments waived by LICENSOR until LICENSOR in any good faith takes and continues such action by counsel of its choice. If HGS decides not to bring such legal action, it at which time only future royalties shall so inform FivePrime promptly be due. Notwithstanding the foregoing, if the infringement ceases at any time, TGC's obligations shall continue at full force from the time that infringement ceases. 11.2 In the event LICENSOR fails to terminate the infringement within the six (6) months of written notification from LICENSEE informing LICENSOR of an alleged infringement, and FivePrime does not institute litigation against the infringer for that purpose within such period, then LICENSEE shall have the right to bring and control any legal an action against the infringer for that purpose. LICENSOR shall cooperate fully with LICENSEE, at LICENSEE's expense, in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing action. Such cooperation shall include (without limitation) LICENSOR's permitting LICENSEE to bring the action shall not enter into in LICENSOR's name and LICENSOR's executing any settlement admitting consents or assignments necessary or useful to permit LICENSEE to enforce the invalidity of, or otherwise impairing Licensed Patent Rights against the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement infringer. LICENSEE shall be first applied against payment of each Party’s costs and entitled to deduct all expenses incurred by it in connection therewithwith any such action from the royalties and other amounts that would otherwise be payable to LICENSOR hereunder; provided that to the extent any amounts are finally awarded to LICENSEE in such action or are paid to LICENSEE in settlement thereof, such amounts shall be paid over to LICENSOR until all amounts so withheld have been repaid. Any such recoveries amounts so awarded or paid in settlement in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder amounts so withheld shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionLICENSEE. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each If either Party will learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other within *** business days Party and shall provide such other Party with available evidence of becoming such infringement. In addition, Inspire shall notify Kissei when Inspire becomes aware of any infringement by a Third Party of any of action involving the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in any country outside the Field Territory in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)a timely manner. (b) HGS Kissei shall have the first right right, but not the duty, to bring and control institute patent infringement actions against Third Parties based on any legal action in connection with such Product Infringement Licensed Technology in the Licensed Territory at its own expense as it reasonably determines appropriateTerritory. If Kissei does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, and FivePrime Inspire shall have the right right, but not the duty, to be represented in institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing instituting the action, or, if the other Party shall provide reasonable assistance Parties elect to cooperate in connection therewithinstituting and maintaining such action, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will shall be shared borne by the Parties in such proportions as follows: *** percent (***%) they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such Remainder an infringement action (whether by way of settlement or otherwise) shall be retained by (or if received applied first to reimburse both Parties for all costs and expenses incurred by the other PartyParties with respect to such action on a pro rata basis and, paid to) the Party bringing if after such actionreimbursement any funds shall remain from such award, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action[CONFIDENTIAL TREATMENT REQUESTED]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall notify the other within *** business days of promptly after becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime PatentsAptose Patent, Ohm Patent or Joint Patents, or HGS Patents Patent through the Development using, making, importing, exporting, offering for sale or commercialization selling of a any Product in the Field in the Licensed Territory of which such Party becomes awareField, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) with respect to the Product and Field or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”), or of any alleged or threatened infringement by a Third Party of any Joint Patent that is not a Product Infringement. (b) HGS Ohm shall have the first right to bring and control any legal action in connection with such any Product Infringement of any Aptose Patent or Joint Patent in the Licensed Territory Territory, or any other infringement of a Joint Patent in the Territory, at its own expense as it reasonably determines appropriate, and FivePrime Aptose shall have the right to be represented in any such action by counsel of its choice. If HGS decides Ohm does not to bring such legal actionaction within sixty (60) days after the notice provided pursuant to Section 7.4(a), it shall so inform FivePrime promptly and FivePrime Aptose shall have the right to bring and control any legal action in connection with such Product Infringement or other infringement of a Joint Patent in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) Ohm shall have the first right to bring and control any legal action in connection with any Product Infringement of an Ohm Patent in the Field in the Territory at its own expense as it reasonably determines appropriate. (d) At the request and expense of the Party bringing the actionaction under Section 7.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) . In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Aptose Patents or Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an enforcement action relating to under Section 7.4(b) or 7.4(c) against a claim of Product Infringement in the Field in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such For an enforcement action under Section 7.4(b), any recoveries in excess of such costs and expenses (the “Remainder”) will shall be shared by the Parties as follows: *** seventy-five percent (***75%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** twenty-five percent (***25%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each If either Party will notify the other within *** business days of becoming becomes aware of any infringement or threatened infringement by a Third Party of any CG Patent on account of the FivePrime Patentsa Third Party’s manufacture, Joint Patentsuse or sale of a Licensed Compound or Product, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, judgment or similar equivalent action alleging the invalidity, unenforceability or non-challenging any CG Patent in connection with any such infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively a “Product Infringement”), it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement or threatened infringement, or declaratory judgment or equivalent action, by such Third Party. (b) HGS Aptose shall have the first right exclusive right, but not the obligation, to bring and control a suit or otherwise take action against any legal action in connection with such Product Infringement in the Licensed Territory Territory, at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its own choice. If HGS decides ; provided, however, if Aptose elects not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control a suit or otherwise take action against any legal action in connection with such Product Infringement in the Licensed Territory Territory, then unless Aptose has a good faith, commercially reasonable reason not to enforce the applicable CG patents, the reduction in royalties for entry of a Generic Product as set forth in Section 5.3(d) (Generic Entry) will not apply. CG shall cooperate with and provide reasonable assistance to Aptose in such enforcement, at its own expense Aptose’s request and expense. CG further agrees to join, at Aptose’s expense, any such action brought by Aptose under this Section 6.3 as it reasonably determines appropriate after consultation with HGSa party plaintiff if required by Applicable Laws to pursue such action. Aptose shall keep CG regularly informed of the status and progress of such enforcement efforts. (c) At the request Any recovery obtained by Aptose in connection with or as a result of any action against a Product Infringement, whether by settlement or otherwise, shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then [**] of the Party bringing the actionbalance be paid to CG, the other Party shall provide reasonable assistance in connection therewith, including and any remaining balance be retained by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredAptose. (d) In connection with Aptose may exercise any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, of its rights under this Section 6.3 through an Affiliate or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other PartySublicensee. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (As between the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other PartyParties, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime Aptose shall have the exclusive right right, but not the obligation, to enforce bring a suit or otherwise take action against any infringement or threatened infringement of any Patent in the FivePrime Patents Aptose Program Technology worldwide, and shall first reimburse Aptose for any infringement that is not a Product Infringementof its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then [**] of the balance be paid to CG, and any remaining balance be retained by Aptose. CG shall cooperate with and provide reasonable assistance to Aptose in such enforcement, at Aptose’s request and expense.

Patent Enforcement. (a) Each Party will shall [***] notify the other within *** business days of becoming aware Party in writing of any actual, alleged or threatened infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Territory of any patent included in the Licensed Territory Technology of which such Party becomes aware, including . 9.3.1. With respect to any “patent certification” (or its equivalent for biologic products) filed infringement in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions Field in other jurisdictions and the Territory of any declaratory judgmentpatent included in the Licensed Technology, oppositionLicensee Improvements and Joint Improvements, or similar action alleging the invalidityLicensee shall, unenforceability or non-infringement by counsel of any of the FivePrime Patentsits choice and its sole cost and expenses, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS shall have the first right right, but not the obligation, to bring and control any legal action in connection or proceeding with respect to such Product Infringement infringement as the exclusive licensee in the Licensed Field in the Territory at its own expense and not in the name of Licensor, including, if necessary for standing purposes, as it reasonably determines appropriateLicensor’s nominee with a special power of attorney from Licensor to Licensee (provided that Licensee shall consider, and FivePrime in good faith, the interests of Licensor in so doing). Licensor shall have the right to be represented in any such action by counsel of its choiceown choice at its own costs and expenses. If HGS decides not following Licensor’s written notice or Licensee’s otherwise becoming aware of any such an infringement, Licensee fails to bring an infringement action within (a) [***] following the notice or the awareness or (b) [***] before the time limit, if any, as set forth in the Applicable Laws for the filing of such legal actionactions, it shall so inform FivePrime promptly and FivePrime whichever comes first, Licensor shall have the right to bring and control any legal an action in connection the Territory with respect to such Product Infringement infringement, in its own name, at Licensor’s own costs and expense and by counsel of its own choice. Licensee shall have the Licensed Territory right to be represented in any such action by counsel of its own choice at its own expense as it reasonably determines appropriate after consultation with HGSsole costs and expenses. (c) At 9.3.2. In the request event that a Party brings an infringement action in accordance with this Section 9.43, the other Party will reasonably cooperate as required by, and at the reasonable costs and expenses of the Party bringing the action, . Neither Party shall have the right to settle an infringement action under this Section 9.43 in a manner that would diminish the rights or interests of the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing without the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent consent. Except as otherwise agreed to by the Parties in writing, any recovery as a result of such action, after the reimbursement of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s Parties’ costs and expenses in connection therewith. Any related to such recoveries in excess of such costs action and expenses (the “Remainder”) will be shared by compensation for the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing Parties’ losses related to such action, and *** percent (***%) of such Remainder in each as demonstrated by competent written evidence, shall be paid to equally shared between the Party not bringing such actionParties. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime PatentsLicensed Patents in the Territory. (b) As between the Parties, Joint Patents, or HGS Ji Xing shall have the first right (but not the obligation) to bring and control any legal action in connection with any infringement of the Licensed Patents in the Territory with respect [ * ] (collectively a “Product Infringement”). (b) HGS , at Ji Xing’s own expense as it reasonably determines appropriate. If Ji Xing does not bring such legal action within [ * ] after the notice provided pursuant to Section 9.3(a), Oyster Point shall have the first right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the Licensed Territory Territory, at its Oyster Point’s own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request and expense of the Party bringing the actionan action under Section 9.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Licensed Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith[ * ]. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: **[ * percent (***%) of such Remainder shall be retained by (or if received by the other Party], paid to) the Party bringing such action, and **provided that [ * percent (***%) of such Remainder shall be paid to the Party not bringing such action]. (fe) FivePrime Oyster Point shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product Infringement, at Oyster Point’s own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries.

Patent Enforcement. (a) Each Party will Licensee shall promptly notify the other within *** business days of becoming Licensor if it becomes aware of any alleged or threatened infringement by a Third Party of any of Licensed Patents that involves the FivePrime Patents, Joint Patents, or HGS Patents through the Development development or commercialization of a Product any oncolytic virus product in the Field in the Licensed Territory of which such Party becomes aware, including any (the “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Field Infringement”). (b) HGS As between the Parties, Licensor shall have (i) the first right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in to enforce the Licensed Territory Patents that claim only the Licensed Virus, and (ii) the sole right (but not the obligation) to bring and control any legal action to enforce other Licensed Patents, in each case of (i) and (ii) against any Field Infringement at its own expense and as it reasonably determines appropriate, and FivePrime . Licensor shall have the right to be represented in any such action by counsel of its choice. If HGS decides notify Licensee if Licensor does not wish to bring such legal actionaction to enforce any Licensed Patent that claims only the Licensed Virus against Field Infringement, it shall so inform FivePrime promptly and FivePrime then, subject to Licensor’s prior written consent, Licensee shall have the right to bring and control any legal action in connection with to enforce such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Patent against such Field Infringement. If a Party bringing the brings such an enforcement action, then the other Party shall shall, at the request and expense of the enforcing Party, provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. If Licensor gives consent for Licensee to enforce any Licensed Patent, Licensee shall not admit invalidity or unenforceability of the Licensed Patent or the take any action that would adversely affect the Licensed Patent or other Patent Rights in the same patent family. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (ec) Any recoveries resulting from such an enforcement action under Section 5.3(b) relating to a claim of Product Field Infringement shall be first applied against payment of each Party’s costs cost and expenses expense in connection therewith. Any such recoveries in excess of such costs cost and expenses (the “Remainder”) will expense shall be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionequally. (fd) FivePrime If the Field Infringement involves the sale of an infringing oncolytic virus product in the Field in the Territory, and Licensor declines to bring an enforcement action against such Field Infringement and does not give consent for Licensee to bring enforcement action against such Field Infringement, then Licensee may reduce royalty payment to Licensor as provided in Section 4.5(c)(i). (e) Licensor shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product other than Field Infringement, at its own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries resulting therefrom.

Patent Enforcement. (a) Each Party will shall notify the other within *** business days of becoming promptly after such Party becomes aware of any alleged infringement of any Avalon Patent in any country in the Territory with respect to a DRG that is not a Reversion Target or use thereof in a Screen (an “Infringing DRG”). If any of the Avalon Patents under which Aventis holds a license hereunder is infringed in the Territory by a Third Party with respect to an Infringing Target, Aventis * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. shall have the first right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of Aventis and if required also in the name of Avalon. Within the sole discretion of Avalon, Avalon may jointly institute such action with Aventis at the cost and expense of Avalon, in which case Avalon shall have joint control over such action with Aventis. In any such action, Aventis shall make no decision or settlement or compromise that will or potentially will adversely affect the validity, enforceability, ownership or scope of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product Avalon Patent unless agreed to in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)writing by Avalon. (b) HGS shall have In the first right event that Aventis does not institute such an infringement proceeding against an offending Third Panty with respect to bring and control an Infringing Target within * days after receiving written notice of any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriatealleged infringement, and FivePrime then Avalon shall have the right and option, but not the obligation, to be represented institute infringement proceedings against such Third Party with respect to such an Infringing Target in any such action by counsel the Territory, in the name of its choiceAvalon and if required also in the name of Aventis. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime Avalon shall have the right to bring and sole control any legal action in connection with over such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSaction. (c) At In any infringement suit either Party may institute to enforce any Avalon Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party bringing initiating such suit, cooperate in all respects, including agreeing to be joined as a Party in such suit, and, to the actionextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the other Party shall provide like. All * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. reasonable assistance out-of-pocket costs incurred in connection therewith, including with rendering cooperation requested hereunder shall be paid by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredParty requesting cooperation. (d) In connection with The costs and expenses of any such proceeding, action instituted pursuant to this Section 7.2 (including reasonable fees of attorneys and other professionals) shall be borne by the Party bringing instituting the action action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall not enter into any settlement admitting be borne by the invalidity of, or otherwise impairing Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party’s rights in, Party to institute and prosecute such infringement actions (if such other Party has the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Partyright to institute and prosecute such infringement actions pursuant to this Section 7.2). (e) Any recoveries resulting from In the event Aventis shall undertake the enforcement of any Avalon Patent, at the sole expense of Aventis any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action relating to a claim (whether by way of Product Infringement settlement or otherwise) shall be first applied against payment as follows: (i) first, to reimbursement of each Party’s costs and Party for all expenses incurred by each in connection therewithwith such action on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Aventis. Any In the event that Avalon undertakes such recoveries infringement action at its sole expense, any award or compensation shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by each in excess connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Avalon. In the event that the Parties share the expenses of such costs action, then any award or * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. compensation shall be allocated between the Parties in proportion to the expenses (the “Remainder”) will be shared incurred by the Parties as follows: *** percent (***%) after proportionate reimbursement of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) expenses of such Remainder shall be paid to the Party not bringing such actioneach party. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each In the event that OPKO or Licensee or their Affiliates becomes aware of actual or threatened infringement of an OPKO Prosecution Patent or a Licensee Prosecution Patent anywhere in the world, that Party will shall promptly notify the other within *** business days of becoming aware of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)writing. (bi) HGS OPKO shall have the first right to investigate and/or bring an infringement action against any Third Party relating to the OPKO Prosecution Patents. If OPKO elects to bring such action, then OPKO shall have full control over the conduct of such action, including the settlement thereof; provided that such settlement does not materially adversely affect Licensee’s rights under this Agreement. Licensee may join the proceeding [***] with the counsel of its choice. Licensee shall reasonably assist OPKO and cooperate in any such action at OPKO’s request, including being joined as a party in such action upon OPKO’s written request. The cost of such action shall be borne by [***]. (ii) Licensee shall have the first right to investigate and/or bring an infringement action against any Third Party relating to the Licensee Prosecution Patents. If Licensee elects to bring such action, then Licensee shall have full control over the conduct of such action, including the settlement thereof; provided that such settlement does not materially adversely affect OPKO’s rights under this Agreement. OPKO may join the proceeding [***] with the counsel of its choice, except in case that only Licensee’s Patent within the License Territory is at issue. OPKO shall reasonably assist Licensee and cooperate in any legal such action at Licensee’s request, including being joined as a party in such action upon Licensee’s written request. The cost of such action shall be borne by [***]. (b) The Party having the first right to investigate and/or bring an infringement action in connection accordance with Section 13.4(a) shall provide information about its preliminary intention within [***] days after it first learns of any actual or alleged infringement of the relevant Patents. If the Party having the first right to investigate and/or bring an infringement action fails to notify the allegedly infringing party with respect to the relevant Patents and its infringement allegation \BA - 046396/000002 - 691149 v24 within [***] days after receiving such Product Infringement in information or, thereafter, fails to initiate an enforcement action with respect to such actual infringement within [***] days [***] thereafter and the Licensed Territory at its own expense as it reasonably determines appropriate[***] this [***] day period, and FivePrime the other Party shall have the right to enforce the relevant Patents against such infringers to the extent such infringement relates to the manufacture, use, or sale of products Covered by the related Patents; provided, however, that (i) Licensee’s investigation or infrigement action relating to OPKO Patents shall be represented limited to the Field in any the License Territory and (ii) OPKO’s investigation or infringement action relating to Licensee Patents shall be limited to the scope that OPKO is granted an exclusive license outside the License Territory. The cost of such action shall be borne by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSother Party. (c) At the request Any [***] as follows: (i) In case of infringement of the Party bringing OPKO Patents in the actionField in the License Territory, [***]; provided, however, that such received [***] in accordance with Article 5. (ii) In case of infringement of the other Party shall provide reasonable assistance in connection therewithLicensee Patents that are exclusively licensed to OPKO, including by executing reasonably appropriate documents[***], cooperating in discovery and joining as a party (A) [***]; provided, however, that such received [***]; (B) to the action if requiredextent such infringement does not fall within the scope of the exclusive license, [***]. (iii) In case of infringement of the Licensee Patents that are not exclusively licensed to OPKO, [***]. (iv) In case of infringement of the Joint Patents, [***]. (v) If the [***]. (d) In connection the event that entry of a product to a market segment in which the Product is sold in the License Territory appears imminent and the [***], OPKO shall take all reasonable actions to determine, within [***] days from the date on which OPKO has legally sufficient basis to believe that such product entry would infringe the OPKO Patents or any longer time period agreed by the Parties, whether OPKO intends to apply promptly and diligently for an interim injunction with any regard to such proceedingpossible product entry and shall promptly inform Licensee of such determination. If OPKO does not take such action within such [***] days, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other PartyLicensee may take such action. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by In any case, the Parties as follows: *** percent (***%) of shall reasonably assist each other and cooperate in any such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, investigation and *** percent (***%) of such Remainder shall be paid litigation to the Party not bringing such actionensure there is an aligned global litigation and enforcement strategy. (f) FivePrime Without limiting the foregoing, OPKO shall have keep Licensee reasonably informed of the exclusive right infringement or suspected infringement of Patents owned or Controlled by OPKO that Cover the Product that could reasonably be expected to enforce adversely affect the FivePrime Patents for any infringement that is not a Product Infringementin the License Territory.

Patent Enforcement. (a) 23.4.1 Each Party will notify shall, within [**], inform the other within *** business days of Party in writing upon its becoming aware of any potential infringement by a Third Party or misappropriation of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Licensed Territory of which such Party becomes aware(including joining any action if necessary), including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS as may be reasonably requested by ARIAD US. ARIAD US shall have the first right to bring and control any legal action such Proceedings and ARIAD SWISSCO shall reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings within [**] of receipt of an invoice therefor incurred in connection with such Product Infringement relation to its obligations under this Section. ARIAD SWISSCO shall also have the option to be represented by counsel of its own choice to participate in the Licensed Proceedings in the Territory at its own expense [**]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings. 23.4.2 If ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement in the Territory prior to the earlier of (i) [**] following receipt of notice of such possible infringement or (ii) in the case an injunction may be required, as it soon as such injunction is reasonably determines appropriatenecessary, and FivePrime then ARIAD SWISSCO shall have the right to be represented institute an action or proceeding or take other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in any the Territory, including possible infringement of the Patents in the Territory if (and only if) such possible infringement involves the development or commercialization of a product that contains the Compound, with the reasonable assistance and cooperation of ARIAD US. In the event that ARIAD SWISSCO institutes an action by counsel of its choice. If HGS decides not or proceeding or takes other appropriate action that it believes is reasonably required to bring prevent or terminate such legal actionpossible infringement in the Territory, it shall so inform FivePrime promptly and FivePrime shall have ARIAD SWISSCO reserves the right to bring and have sole control over such proceedings, subject to Section 23.4.4. 23.4.3 In the event that ARIAD SWISSCO becomes aware of any legal action challenge to the validity of any Patent in connection with such Product Infringement a country in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the actionTerritory, the other Party ARIAD SWISSCO shall provide reasonable assistance prior written notice to ARIAD US of such challenge (which notice shall, in connection therewithany event, including by executing reasonably appropriate documentsbe given within [**] of ARIAD SWISSCO becoming aware of such challenge), cooperating and ARIAD US shall thereupon have the option, in discovery its sole discretion, to assume the control and joining as a party direction of any Proceedings in relation to the action if requiredsuch Patent in such country. (d) In connection with any such proceeding, the Party bringing the action 23.4.4 ARIAD SWISSCO shall not enter into settle any settlement admitting action or Proceedings in a manner that would have a material adverse effect on the invalidity of, rights or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, interests of ARIAD US or HGS Patents its Affiliates without the prior written consent of the other PartyARIAD US. (e) 23.4.5 Any recoveries resulting from such an action relating to a claim Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the settlement of Product Infringement the same shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.allocated as

Patent Enforcement. 9.4.1 If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (aan "Infringement") Each Party will notify the other within *** business days of becoming aware of any infringement by a Third Party of any by reason of the FivePrime Patents, Joint Patents, use or HGS Patents through the Development or commercialization sale of a Product product or compound (including a Generic Product) in any country in the Field Territory that is or reasonably could be directly substitutable with the Product being marketed and sold in such country in the Licensed Territory of which Territory, such Party becomes aware, including shall within five (5) business days notify the other Party in writing and shall promptly provide such other Party with available evidence of such Infringement. 9.4.2 If any “patent certification” (such Infringement relates to the use of the Tris Technology to infringement by Third Party(ies) of Tris Patent Rights or its equivalent for biologic products) filed any Tris M▇▇▇ in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgmentTerritory, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS Tris shall have the first right, but not the duty, to institute infringement actions against Third Parties. If Tris (or its designee) does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within sixty (60) days of learning of such Infringement, and Alpharma reasonably believes that such Infringement adversely impacts its sales of the affected Product, Alpharma will so notify Tris, in writing, and Alpharma shall at its option and cost institute infringement proceedings. Tris agrees to cooperate with Alpharma, at the cost of Alpharma, to execute all lawful papers and instruments, to make all rightful oaths and declarations, and to provide consultation and assistance as may be necessary in the infringement litigation. 9.4.3 For all other Infringement claims relating to the Product, including Infringements relating to the Trademarks, Alpharma shall have the first right, but not the duty, to institute infringement actions against such Third Party. If Alpharma does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within sixty (60) days of learning of such Infringement, and Tris reasonably believes that such Infringement adversely impacts its sales of the affected Product, Tris will so notify Alpharma, in writing, and Alpharma shall at its option and cost institute infringement proceedings. Tris agrees to cooperate with Alpharma, at the cost of Alpharma, to execute all lawful papers and instruments, to make all rightful oaths and declarations, and to provide consultation and assistance as may be necessary in the infringement litigation. 9.4.4 Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be allocated as follows: (i) if Tris has instituted and maintained such action alone, Tris shall be entitled to deduct all costs and expenses incurred by Tris with respect to such action and, if after such deduction any funds shall be retained by Tris, Tris shall pay Alpharma the remainder of the funds minus the royalty due Tris if such remaining funds constituted Net Sales; and (ii) if Alpharma has instituted and maintained such action alone, Alpharma shall be entitled to deduct all costs and expenses incurred by Alpharma with respect to such action and, if after such deduction any funds shall be retained by Alpharma, but Alpharma shall pay Tris a royalty as if such remaining funds constituted Net Sales. Notwithstanding the foregoing, in the event that the infringing product is a Generic Product, such that Alpharma has reduced the royalty rate being paid to Tris pursuant to Section 6.1.2, then if Tris obtains the recovery, Tris shall be entitled to retain from such portion due to Alpharma the difference between the royalty actually paid on Net Sales of Product pursuant to Section 6.1.2 and the amount that should have been paid pursuant to Section 6.1.1; and if such portion is insufficient to make up such different, or if Alpharma is the Party that obtains the recovery, Alpharma shall promptly pay to Tris such amount as in necessary to make up such difference. In all cases, the royalty rate shall be the rate set forth in the relevant Section 6.1.1 or 6.1.2, adjusted as provided in Section 9.6, if applicable. 9.4.5 In no event shall Alpharma have any right to bring and control settle, compromise or grant a Third Party infringer a license under any legal action in connection infringed patents or trademarks with such respect to any Infringement claims relating to the Product Infringement relating to the use of the Tris Technology or any Tris M▇▇▇ in the Licensed Territory at its own expense as it reasonably determines appropriateTerritory, and FivePrime Tris shall only have the right to engage in such settlement, compromise and licensing with the consent of Alpharma, which shall not be represented unreasonably withheld or delayed. In no event shall Tris have any right to settle, compromise or grant a Third Party infringer a license under any infringed patents or trademarks with respect to any Infringement claims relating to the Compound or any Trademarks in any such action by counsel of its choice. If HGS decides not to bring such legal actionthe Territory, it and Alpharma shall so inform FivePrime promptly and FivePrime shall only have the right to bring engage in such settlement, compromise and control any legal action in connection licensing with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request consent of the Party bringing the actionTris, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action which shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Partybe unreasonably withheld. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party PPK warrants that the making of the PRODUCT will notify not infringe the other within *** business days of becoming aware rights of any infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)person. (b) HGS shall have PPK agrees to indemnify Integrated and its approved sub- licensees from any liability, damage or loss of any kind resulting from any claim or lawsuit brought against Integrated or a sub-licensee by a third party alleging that the first right to bring and control PRODUCT infringes any legal action in connection with such Product Infringement in patent or other property rights of the Licensed Territory third party. PPK at its own expense as it reasonably determines appropriateexpenses shall pay all costs, settlements and FivePrime shall have the right damages incurred, including solicitors fees and expenses of litigation, provided that Integrated give PPK prompt notice of such claims and provide PPK assistance, to be represented in any defend such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSclaims. (c) At Neither party shall compromise or settle any claim of infringement by or against them respecting the request PRODUCT or any claim of ownership, validity or enforceability respecting the PRODUCT, or patents directed to the PRODUCT, without the consent of the Party bringing the actionother party, which consent shall not be unreasonably withheld. Each party shall reasonably cooperate with the other Party shall provide reasonable assistance party in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredwith any such claims. (d) In connection with If Integrated believes that any such proceedingof PPK's rights respecting the PRODUCT are being infringed and the infringement substantially adversely affects Integrated's manufacturing rights of the PRODUCT hereunder, the Party bringing the action Integrated shall not enter into promptly notify PPK. If PPK files suit against any alleged infringer, Integrated shall provide reasonable non-monetary assistance to PPK without charge, but subject to reimbursement of expenses. PPK shall be entitled to retain any and all settlement amounts or awards resulting therefrom providing that Integrated shall first receive any settlement admitting the invalidity of, monies relating to damages suffered by Integrated. If PPK fails to cause such infringement to ease or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such to bring and diligently pursue an action relating to a claim cause such infringement to cease within ninety (90) days of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess its notification or knowledge of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Partyinfringement, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime Integrated shall have the exclusive right option to enforce the FivePrime Patents for bring such suit, at its expense, to name PPK as a party if necessary or desirable, and to retain any infringement that and all settlement amounts or awards resulting therefrom, and PPK shall provide reasonable non-monetary assistance to Integrated in such action without charge. If Integrated is a party to any lawsuit involving any such rights, Integrated shall not a Product Infringementsettle or compromise said lawsuit without PPK's consent, which shall not be reasonably withheld.

Patent Enforcement. (a) 10.3.1 Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any suspected, threatened, or actual infringement by a Third Party of any of the FivePrime Licensed Patents, Joint Patentswhich infringement adversely affects or could reasonably be expected to adversely affect the Licensed Products in the Territory, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents in the Territory (collectively “Product Infringement”). (b) HGS 10.3.2 As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides Licensee does not to bring such legal action or take any other reasonable action within [***] after the notice provided pursuant to Section 10.3.1 (or such shorter time period as may be required to avoid material prejudice to such action), it shall so inform FivePrime promptly and FivePrime then ReViral shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) 10.3.3 At the request and expense of the Party bringing the actionan action under this Section 10.3, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Licensed Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (e) 10.3.4 Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) the Party bringing such actionprovided that, and *** percent ([***%) of such Remainder shall be paid to the Party not bringing such action]. (f) FivePrime 10.3.5 ReViral shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product InfringementInfringement or that is outside the Territory, in each case, at its own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries.

Patent Enforcement. (a) Each In the event either Party will discovers tangible evidence of the manufacture use or sale by another of a product which infringes any claim of patents comprising a portion of Licensed Patents and/or Improvements the Party that discovered the evidence shall notify the other within *** business days of becoming aware of any infringement Party promptly in writing upon such discovery. Such notification shall include such tangible evidence discovered by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)notifying Party. (b) HGS shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime AlliedSignal shall have the right but not the obligation to initiate an action to enforce Licensed Patents. Any such enforcement shall be represented in any at the expense of AlliedSignal and all damages awarded as a result of such action shall be for AlliedSignal's account provided, however, that AlliedSignal shall pay to Turbodyne a portion of any damages award after deduction of all AlliedSignal's reasonable costs and expenses for pursuing the action (the "Net Award"), to compensate Turbodyne for its proportional loss of royalties under this Agreement comparable to AlliedSignal's proportionate loss of profits from sales of Licensed Products suffered as a result of the infringement AlliedSignal shall, within one hundred twenty (120) days after becoming aware of such infringement by, a Third Party of Licensed Patents and/or any patents and/or patent applications of Improvements whether by counsel AlliedSignal's discovery of its choicesuch evidence or by notification from Turbodyne , notify Turbodyne whether AlliedSignal intends to bring an action for enforcement of such Licensed Patents. If HGS decides AlliedSignal notifies Turbodyne of election to initiate legal action, AlliedSignal shall promptly thereafter commence and prosecute to final resolution such action, whether by judgment or settlement. In the event AlliedSignal notifies Turbodyne that AlliedSignal is electing not to bring art action for infringement of such legal actionLicensed Patents, it shall so inform FivePrime promptly and FivePrime Turbodyne shall have the right right, but not the obligation, to bring initiate and control prosecute any legal action in connection with for infringement by such Product Infringement in the Licensed Territory Third Party thereof at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery Turbodyne's sole cost and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewithexpense. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.Any

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareand any allegations, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action or written notices alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents (collectively “Product Infringement”)in the Territory. (b) HGS As between the Parties, ▇▇▇▇▇▇ shall have the first sole right (but not the obligation) to bring and control any legal action in connection with such Product Infringement the infringement of any Licensed Patent against any actual or suspected infringement by a Third Party product in the Licensed Territory Field in the Territory, or the defense of any action or proceeding with respect thereto brought by such Third Party (each a “Field Infringement”), at its own expense as it reasonably determines appropriate. Medshine shall join, and FivePrime shall have the right ▇▇▇▇▇▇ agrees to be represented in any joined, as a party to the action if Medshine is required by Applicable Law to join as the licensor to pursue such action by counsel of its choice. If HGS decides not or to bring seek additional or alternative damages or injunctive relief against such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSField Infringement. (c) At the request and expense of the Party bringing the actionErasca, the other Party Medshine shall provide reasonable assistance in connection therewithwith any Field Infringement, including by executing reasonably appropriate documents, documents and cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Law. In connection with any such proceedingaction, Erasca shall keep Medshine reasonably informed on the Party bringing the status of such action and shall not enter into any settlement admitting the invalidity ofgiving rise to liability of Medshine, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other PartyMedshine. Medshine shall be entitled to separate representation in such legal action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting made by Erasca that results from such an action relating to a claim of Product enforcing or defending any Licensed Patent against Field Infringement shall will first be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent ([***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming aware Party in writing of any existing or threatened infringement of any Licensed Patents by a Third Party of any of the FivePrime PatentsParty, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Licensed Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS As between the Parties, Licensee shall have the first right to bring and control any legal action in connection with such Product Infringement to enforce the Licensed Patents against any infringement in the Licensed Field in the Territory at its own Licensee’s cost and expense and as it Licensee reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choiceappropriate after consultation with Licensor. If HGS decides Licensee does not to bring such legal actionaction prior to the earlier of (i) [***] after the notice provided pursuant to Section 5.3(a), it shall so inform FivePrime promptly and FivePrime or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action in connection with such Product Infringement in to enforce the Licensed Territory Patents against such infringement at its own Licensor’s cost and expense and as it Licensor reasonably determines appropriate after consultation with HGSLicensee. (c) At the enforcing Party’s request of the Party bringing the actionand expense, the other Party shall provide to the enforcing Party with all reasonable assistance in connection therewithsuch enforcement effort, including by executing reasonably appropriate documents, cooperating in discovery and joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party reasonably informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such enforcement action if requiredby counsel of its own choice and at its own expense. (d) In The enforcing Party shall bear all of the costs and expenses incurred in connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent enforcement of the other Licensed Patents under Section 5.3(b). Any recovery shall be allocated first to the reimbursement of any expenses incurred by the Parties in such enforcement action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amount shall be retained by the enforcing Party, except that if Licensee is the enforcing Party, then the remaining amount shall be deemed Net Sales and subject to royalty payment under Section 4.3. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (As between the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other PartyParties, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action. (f) FivePrime Licensor shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is outside the Territory, at Licensor’s cost and expense and as Licensor reasonably determines appropriate. Licensor shall have the right to retain all recoveries resulting from any action to enforce the Licensed Patents against infringement outside the Territory. (f) As between the Parties, Licensee shall have the first right to bring and control any legal action to enforce the Licensee Patents against any infringement, at Licensee’s cost and expense and as Licensee reasonably determines appropriate. Licensee shall have the right to retain all recoveries resulting from any action to enforce the Licensee Patents against infringement. If Licensee does not to bring such legal action to enforce the Licensee Patent against any infringement outside the Territory prior to the earlier of (i) within [***] after receiving a Product Infringementnotice of such infringement, or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action to enforce the Licensee Patents against such infringement outside the Territory at Licensor’s cost and expense and as Licensor reasonably determines appropriate after consultation with Licensee, and Licensor shall retain all recoveries resulting from such enforcement action.

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Astellas Patents or Collaboration Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization Commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareany Collaboration Product, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents (collectively “Product Infringement”). (b) HGS Astellas shall have the first right to bring and control any legal action in connection with such any Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime Cytokinetics shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Cytokinetics and its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such action, any counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If HGS Astellas decides not to bring such legal action, it shall so inform FivePrime notify Cytokinetics promptly in writing and FivePrime Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSAstellas. (c) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (de) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents without the prior written consent of the other Party. (ef) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or [*] provided that if received by the other Party, paid to) Product Infringement involves a Collaboration Product in [*] Indication [*] in the Party bringing such actionShared Territory, and [*** percent (***%) of ] for such Indication, the Remainder shall be paid to the Party not bringing such action[*]. Any Remainder [*] in accordance with Section [*]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify Section 8 of the Agreement is hereby amended to read in full as follows: 8.1 Either party shall inform the other party in writing within [*** business days *] of it becoming aware of any alleged infringement of the Licensed Patents by a Third Party of third party, along with any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)available evidence thereof. (b) HGS 8.2 During the term of this Agreement, UFRF shall have the first right right, but shall not be obligated, to bring and control any legal action in connection with such Product Infringement in the Licensed Territory prosecute at its own expense as it using outside counsel reasonably determines appropriateacceptable to Licensee any such infringements of the Licensed Patents. UFRF shall inform Licensee of its decision to exercise its right to enforce or defend Licensed Patents within [***] following UFRF’s becoming aware of, and FivePrime or receiving notice of, the alleged infringement. If UFRF does not exercise its option to enforce or defend any Licensed Patents, then Licensee shall have the right and option to pursue the alleged infringer using outside counsel reasonably acceptable to UFRF, at Licensee’s own expense. If either party prosecutes any such infringement, the other party agrees that it may be represented joined as a co-plaintiff in any such suit if so required by law, without expense to the other party. The party prosecuting any such action by counsel of its choiceshall indemnify the other party against any order for costs that may be made against such other party in such proceedings. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 8.3 If HGS decides within [***] after having notified Licensee that it shall prosecute or defend Licensed Patents UFRF shall have been unsuccessful in persuading the alleged infringer to desist and shall not to bring such legal have brought and shall not be diligently prosecuting an infringement action, it shall so inform FivePrime promptly and FivePrime then Licensee shall have the right right, but shall not be obligated, to bring and control any legal action in connection with such Product Infringement in the Licensed Territory prosecute at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request any infringement of the Party bringing Licensed Patents. No settlement, consent judgment or other voluntary final disposition of any infringement suit that is the actionsubject of this Section 8 may be entered into without the consent of both parties, which consent shall not be unreasonably withheld 8.4 In the other Party event that UFRF shall provide undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by UFRF for any such suit shall be applied first in satisfaction of any reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery unreimbursed expenses and joining as a party legal fees of UFRF relating to the action suit, and next toward reimbursement of Licensee for its reasonable unreimbursed expenses and legal fees. The balance, if required. (d) In connection with any such proceedingany, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement remaining shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (allocated [***%) ]; provided that in the event that deeming the amount of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (balance as [***%] at the rate of either [***] (if the [***] that are the subject of [***]) or at the rate of [***] (if the [***] that are the subject of [***] may elect to [***] based upon such [***]. 8.5 In the event that Licensee shall undertake the enforcement by litigation and/or defense of the Licensed Patents by litigation, any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any reasonable unreimbursed expenses and legal fees of Licensee relating to the suit, and next toward reimbursement of UFRF for any reasonable unreimbursed expenses and legal fees. The balance then remaining on any such recovery shall be divided [***] on the [***] (whichever measure of [***] (if any)), and [***] to the [***] based on such sales (if the [***]) or a [***] of the [***] (if the [***]). The balance, if any, remaining shall be allocated [***] ; provided that in the event that deeming the amount of such Remainder shall be paid balance as [***] at the rate of either [***] (if the [***]that are the subject of [***]) or at the rate of [***] (if the [***] may elect to the Party not bringing [***] based upon such action[***]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Cytokinetics Patents in the Territory (collectively “Product Infringement”). (b) HGS As between the Parties, Ji Xing shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides Ji Xing does not to bring such legal actionaction within [*] after the notice provided pursuant to Section 10.3(a), it shall so inform FivePrime promptly and FivePrime Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) At the request and expense of the Party bringing the actionan action under Section 10.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non- infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Cytokinetics Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) provided that if Ji Xing is the Party bringing enforcing Party, then such action, and *** percent (***%) of such Remainder excess recoveries shall be paid to the Party not bringing such action[*]. (fe) FivePrime Cytokinetics shall have the exclusive right to bring and control any legal action to enforce the FivePrime Cytokinetics Patents for against any infringement that is not a Product InfringementInfringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Cytokinetics Patents in the Territory (collectively “Product Infringement”). (b) HGS As between the Parties, Ji Xing shall have the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides Ji Xing does not to bring such legal actionaction within [*] after the notice provided pursuant to Section 10.3(a), it shall so inform FivePrime promptly and FivePrime Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) At the request and expense of the Party bringing the actionan action under Section 10.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Cytokinetics Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) provided that if Ji Xing is the Party bringing enforcing Party, then such action, and *** percent (***%) of such Remainder excess recoveries shall be paid to the Party not bringing such action[*]. (fe) FivePrime Cytokinetics shall have the exclusive right to bring and control any legal action to enforce the FivePrime Cytokinetics Patents for against any infringement that is not a Product InfringementInfringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries.

Patent Enforcement. (a) 23.4.1 Each Party will notify shall, within [***], inform the other within *** business days of Party in writing upon its becoming aware of any potential infringement by a Third Party or misappropriation of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Licensed Territory of which such Party becomes aware(including joining any action if necessary), including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS as may be reasonably requested by ARIAD US. ARIAD US shall have the first right to bring and control any legal action such Proceedings and ARIAD SWISSCO shall reimburse ARIAD US [***] of ARIAD US’s costs related to such Proceedings within [***] of receipt of an invoice therefor incurred in connection with such Product Infringement relation to its obligations under this Section. ARIAD SWISSCO shall also have the option to be represented by counsel of its own choice to participate in the Licensed Proceedings in the Territory at its own expense [***]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [***] of ARIAD US’s costs related to such Proceedings. 23.4.2 If ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement in the Territory prior to the earlier of (i) [***] following receipt of notice of such possible infringement or (ii) in the case an injunction may be required, as it soon as such injunction is reasonably determines appropriatenecessary, and FivePrime then ARIAD SWISSCO shall have the right to be represented institute an action or proceeding or take other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in any the Territory, including possible infringement of the Patents in the Territory if (and only if) such possible infringement involves the development or commercialization of a product that contains the Compound, with the reasonable assistance and cooperation of ARIAD US. In the event that ARIAD SWISSCO institutes an action by counsel of its choice. If HGS decides not or proceeding or takes other appropriate action that it believes is reasonably required to bring prevent or terminate such legal actionpossible infringement in the Territory, it shall so inform FivePrime promptly and FivePrime shall have ARIAD SWISSCO reserves the right to bring and have sole control over such proceedings, subject to Section 23.4.4. 23.4.3 In the event that ARIAD SWISSCO becomes aware of any legal action challenge to the validity of any Patent in connection with such Product Infringement a country in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the actionTerritory, the other Party ARIAD SWISSCO shall provide reasonable assistance prior written notice to ARIAD US of such challenge (which notice shall, in connection therewithany event, including by executing reasonably appropriate documentsbe given within [***] of ARIAD SWISSCO becoming aware of such challenge), cooperating and ARIAD US shall thereupon have the option, in discovery its sole discretion, to assume the control and joining as a party direction of any Proceedings in relation to the action if requiredsuch Patent in such country. (d) In connection with any such proceeding, the Party bringing the action 23.4.4 ARIAD SWISSCO shall not enter into settle any settlement admitting action or Proceedings in a manner that would have a material adverse effect on the invalidity of, rights or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, interests of ARIAD US or HGS Patents its Affiliates without the prior written consent of the other PartyARIAD US. (e) 23.4.5 Any recoveries resulting from such an action relating to a claim Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the settlement of Product Infringement the same shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties allocated as follows: *** percent (First, each Party shall be reimbursed for its direct, out-of-pocket expenses for conducting, or cooperating with, such Proceeding, and second, the balance shall be [***%) ], provided that any recovery or settlement amount that includes countries outside of such Remainder the Territory shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent ([***%) of ], acting reasonably and in good faith, prior to such Remainder shall be paid to allocation between the Party not bringing such actionParties. (f) FivePrime 23.4.6 ARIAD SWISSCO shall have the exclusive no right to enforce the FivePrime Patents for s▇▇ or institute an action or proceeding or take other action to prevent infringement of any infringement that is not a Product InfringementPatent other than as set out in this Section 23.4.

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ] of becoming aware of (a) any alleged or threatened infringement by a Third Party of any of the FivePrime Patents, Joint Patents, Product-Specific Patent or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any Product-Specific Patent (collectively, “Specific Infringement”) or (b) any alleged or threatened infringement by a Third Party of any NewLink Patent or Genentech Patent (other than a Product-Specific Patent) through the FivePrime Patentsmanufacture, Joint Patentsuse, offer for sale, sale or HGS Patents importation of a Licensed Product or any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions alleging the invalidity, unenforceability or non-infringement of any NewLink Patent or Genentech Patent with respect to a Licensed Product (collectively collectively, “Product Infringement”). (b) HGS GNE shall have the first right to bring and control any legal action in connection with such any Specific Infringement or Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime NewLink shall have the right to be represented in any such action by counsel of its choice. If HGS GNE decides not to bring such legal action, it shall so inform FivePrime notify NewLink promptly in writing and FivePrime NewLink shall have the right to bring and control any legal action in connection with such Specific Infringement or Product Infringement in Infringement, except to the Licensed Territory extent such infringement is under a GNE Patent, at its own expense as it reasonably determines appropriate after consultation with HGSGNE. (c) NewLink shall have the exclusive right to enforce the NewLink Patents that are not Product-Specific Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. GNE shall have the exclusive right to enforce the Genentech Patents that are not Product-Specific Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (de) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, NewLink Patents or HGS Genentech Patents without the prior written consent of the other Party. (ef) Any recoveries resulting from such an enforcement action relating to a claim of Specific Infringement or Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will shall be shared by the Parties as follows: [*** percent (***%) ] of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action[*], and [*** percent (***%) ] of such Remainder shall be paid to the Party not bringing such action[*]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) 23.4.1 Each Party will notify shall, within [**], inform the other within *** business days of Party in writing upon its becoming aware of any potential infringement by a Third Party or misappropriation of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Licensed Territory of which such Party becomes aware(including joining any action if necessary), including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS as may be reasonably requested by ARIAD US. ARIAD US shall have the first right to bring and control any legal action such Proceedings and ARIAD SWISSCO shall reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings within [**] of receipt of an invoice therefor incurred in connection with such Product Infringement relation to its obligations under this Section. ARIAD SWISSCO shall also have the option to be represented by counsel of its own choice to participate in the Licensed Proceedings in the Territory at its own expense [**]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings. 23.4.2 If ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement in the Territory prior to the earlier of (i) [**] following receipt of notice of such possible infringement or (ii) in the case an injunction may be required, as it soon as such injunction is reasonably determines appropriatenecessary, and FivePrime then ARIAD SWISSCO shall have the right to be represented institute an action or proceeding or take other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in any the Territory, including possible infringement of the Patents in the Territory if (and only if) such possible infringement involves the development or commercialization of a product that contains the Compound, with the reasonable assistance and cooperation of ARIAD US. In the event that ARIAD SWISSCO institutes an action by counsel of its choice. If HGS decides not or proceeding or takes other appropriate action that it believes is reasonably required to bring prevent or terminate such legal actionpossible infringement in the Territory, it shall so inform FivePrime promptly and FivePrime shall have ARIAD SWISSCO reserves the right to bring and have sole control over such proceedings, subject to Section 23.4.4. 23.4.3 In the event that ARIAD SWISSCO becomes aware of any legal action challenge to the validity of any Patent in connection with such Product Infringement a country in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the actionTerritory, the other Party ARIAD SWISSCO shall provide reasonable assistance prior written notice to ARIAD US of such challenge (which notice shall, in connection therewithany event, including by executing reasonably appropriate documentsbe given within [**] of ARIAD SWISSCO becoming aware of such challenge), cooperating and ARIAD US shall thereupon have the option, in discovery its sole discretion, to assume the control and joining as a party direction of any Proceedings in relation to the action if requiredsuch Patent in such country. (d) In connection with any such proceeding, the Party bringing the action 23.4.4 ARIAD SWISSCO shall not enter into settle any settlement admitting action or Proceedings in a manner that would have a material adverse effect on the invalidity of, rights or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, interests of ARIAD US or HGS Patents its Affiliates without the prior written consent of the other PartyARIAD US. (e) 23.4.5 Any recoveries resulting from such an action relating Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the settlement of the same shall be allocated as [**] = Portions of this exhibit have been omitted pursuant to a claim confidential treatment request. An unredacted version of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (this exhibit has been filed separately with the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionCommission. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime ADCT Patents, Joint Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization of a Product Products in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS ADCT Patents in the Territory (collectively “Product Infringement”). (b) HGS shall have Subject to Section 9.5, as between the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriateParties, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS[**]. (c) At the request and expense of the Party bringing the actionan action under Section 9.3(b), the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS ADCT Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) provided that if NewCo is the Party bringing enforcing Party, then such action, and *** percent (***%) of such Remainder excess recoveries shall be paid deemed Net Sales of the Products and subject to the Party not bringing such actionroyalty payment under Section 8.2. (fe) FivePrime ADCT shall have the exclusive right to bring and control any legal action to enforce the FivePrime ADCT Patents for against any infringement that is not a Product InfringementInfringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries.

Patent Enforcement. (a) Each If either Party becomes aware of any infringement, threatened infringement, or alleged infringement of Patent Rights, it will promptly notify the other within *** business days Party thereof including available evidence of becoming aware of any infringement. The Parties will cooperate and, subject to Section 6.2(b), use reasonable efforts to stop such alleged infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)without litigation. (b) HGS shall Licensee will have the first right (but not the obligation), at its sole expense, to bring and control an action against any Third Party for infringement of the Patent Rights, including, without limitation, the initiation of a suit, proceeding or other legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its own choice. Licensors shall provide reasonable cooperation in connection with any such suit, proceeding or action, including, without limitation, the furnishing of a power of attorney to Licensee or being named as a party. Licensee shall inform Licensors of any decision not to enforce the Patent Rights. If HGS decides Licensee does not take action within ninety (90) days of written notice of infringement (or sooner, if failure to take such action would adversely affect Licensors’ ability to bring such legal an action), Licensors will have the right (but not the obligation), at their sole expense, to take the right of action, it including, without limitation, the initiation of a suit, proceeding or other legal action by counsel of its own choice. Licensors may, at their own expense, join in any action to enforce the Patent Rights brought by Licensee, and Licensee may, at its own expense, join in the action to enforce the Patent Rights brought by Licensors. (c) If one Party brings any suit, proceeding or action under this Section 6.2, the other Party agrees to provide reasonable assistance to such Party, including, without limitation, by providing access to relevant documents and other evidence and making its employees available, subject to reimbursement of any out-of-pocket expenses incurred by the non-enforcing or defending Party in providing such assistance. Neither Party will settle or otherwise compromise any such suit, proceeding or action in a way that adversely affects the other Party’s rights or interests with respect to the Patent Rights without such other Party’s prior written consent. (d) Except as otherwise agreed to by the Parties in writing (by e-mail) as part of a cost-sharing arrangement, any settlements, damages or other monetary awards recovered pursuant to a suit, proceeding or action brought pursuant to Section 6.2 will first be applied to reimburse Licensee and/or Licensors for all litigation costs and expenses with any remainder being retained by the Party that brought such suit, proceeding or action, and, in the case that Licensee brought such suit, proceeding or action, such remainder shall so inform FivePrime promptly and FivePrime shall have be treated as Sublicense Revenue that are subject to royalty payments under Section 4.6, said Sublicense Revenue being reduced by [***]. Licensee may grant any Affiliate or Sublicensee the right to bring and control any legal suit, proceeding or action against any Third Party for infringement of the Patent Rights in connection with the grant of a sublicense to such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, Affiliate or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such actionSublicensee, and *** percent (***%) of references in this Section 6.2 shall include any Affiliate or Sublicensee to whom such Remainder shall be paid to the Party not bringing such actionrights are granted. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime PatentsLicensed Patents in the Territory. (b) As between the Parties, Joint Patents, or HGS ▇▇ ▇▇▇▇ shall have the first right (but not the obligation) to bring and control any legal action in connection with any infringement of the Licensed Patents in the Territory with respect the [***] in the Field in the Territory (collectively a “Product Infringement”). (b) HGS , at ▇▇ ▇▇▇▇’s own expense as it reasonably determines appropriate. If ▇▇ ▇▇▇▇ does not bring such legal action within [***] after the notice provided pursuant to Section 9.3(a), ▇▇▇▇ shall have the first right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the Licensed Territory Territory, at its ▇▇▇▇’▇ own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request and expense of the Party bringing the actionan action under Section 9.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Laws to pursue such action. In connection with any such proceedingenforcement action, the enforcing Party bringing shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Licensed Patents without the prior written consent of the other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) provided that if ▇▇ ▇▇▇▇ is the Party bringing enforcing Party, then such action, and *** percent (excess recoveries shall be [***%) of such Remainder shall be paid to the Party not bringing such action]. (fe) FivePrime ▇▇▇▇ shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product Infringement, at ▇▇▇▇’▇ own expense and as it reasonably determines appropriate, and shall have the right to retain all recoveries.

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Astellas Patents or Collaboration Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization Commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareany Product, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents (collectively “Product Infringement”). (b) HGS Each Party shall have the first right to bring and control any legal action in connection with such any Product Infringement in the Licensed Territory its territory at its own expense as it reasonably determines appropriate, and FivePrime the other Party shall have the right to be represented in any such action by counsel of its choice. If HGS the Party having first right to enforce decides not to bring such legal action, it shall so inform FivePrime notify the other Party promptly in writing and FivePrime the other Party shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory first Party’s territory at its own expense as it reasonably determines appropriate after consultation with HGSthe first Party. (c) The enforcing Party shall provide the other Party and its counsel with copies all court filings and material supporting documentation, and, at the request of the other Party, reasonable access to the enforcing Party’s counsel for consultation, provided that, unless the other Party is joined as a party to such action, any counsel retained by the other Party shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by the enforcing Party and at the enforcing Party’s expense. (d) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (e) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (df) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents without the prior written consent of the other Party. (eg) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or [*], provided that if received by the other Party[*], paid to) the Party bringing such action, and *** percent (***%) of such Remainder remainder shall be paid [*] and [*] in accordance with Section [*]. [*] = 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 Party not bringing such actionSecurities Exchange Act of 1934, as amended. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Astellas Patents or Collaboration Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization Commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareany Product, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents (collectively “Product Infringement”). (b) HGS Each Party shall have the first right to bring and control any legal action in connection with such any Product Infringement in the Licensed Territory its territory at its own expense as it reasonably determines appropriate, and FivePrime the other Party shall have the right to be represented in any such action by counsel of its choice. If HGS the Party having first right to enforce decides not to bring such legal action, it shall so inform FivePrime notify the other Party promptly in writing and FivePrime the other Party shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory first Party’s territory at its own expense as it reasonably determines appropriate after consultation with HGSthe first Party. (c) The enforcing Party shall provide the other Party and its counsel with copies all court filings and material supporting documentation, and, at the request of the other Party, reasonable access to the enforcing Party’s counsel for consultation, provided that, unless the other Party is joined as a party to such action, any counsel retained by the other Party shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by the enforcing Party and at the enforcing Party’s expense. [*] = 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. (d) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (e) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (df) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents without the prior written consent of the other Party. (eg) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or [*], provided that if received by the other Party[*], paid to) the Party bringing such action, and *** percent (***%) of such Remainder remainder shall be paid to the Party not bringing such action[*] and [*] in accordance with Section [*]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each If either Party will notify the learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other within *** business days of becoming aware of any infringement such claim (an “Infringement”) by a Third Party of with respect to any Product or any of the FivePrime PatentsLicensed Patents or Licensed Know-How, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed shall promptly notify the other Party in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in writing and shall promptly provide such other jurisdictions and Party with available evidence of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product such Infringement”). (b) HGS VSI shall have the first right right, but not the duty, to bring and control institute patent Infringement actions against Third Parties based on any legal action in connection with such Product Infringement anywhere in the Licensed Territory at its own expense as it reasonably determines appropriateworld. If VSI does not institute an Infringement proceeding against an offending Third Party or secure a cessation of the Infringement within sixty (60) days of learning of such Infringement, and FivePrime King shall have the right right, but not the duty, to be represented in institute such an action with respect to any Infringement by such action by counsel of its choiceThird Party. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) In connection with any such proceeding, the Party bringing the action shall VSI may not enter into any settlement admitting the invalidity ofsettlement, consent judgment or otherwise impairing the other Party’s rights involuntary final disposition of such action which adversely affects any product, the FivePrime Patents, Joint Patents, Licensed Know-How or HGS Patents Licensed Patent licensed to King hereunder without obtaining the prior written consent of King. King, however, is permitted to enter into any settlement, consent judgment or other voluntary final disposition of such action, whether or not it adversely affects any product, Licensed Know-How or Licensed Patent licensed to King hereunder without obtaining the other Party. (e) Any recoveries resulting from such an action relating to a claim prior written consent of Product Infringement VSI. Each Party shall be first applied against payment of each Party’s bear its own costs and expenses incurred in connection therewith. Any any such recoveries action (including fees of attorneys and other professionals) and shall not seek contribution from the other Party unless the other Party is in excess breach of a representation, warranty or covenant or subject indemnification for such costs and expenses. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and prosecute such Infringement actions and shall otherwise cooperate in the institution and prosecution of such actions (including consenting to being named as a nominal party thereto). Each Party prosecuting any such Infringement actions shall keep the other Party reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of such an Infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse the Parties for all costs and expenses (the “Remainder”) will be shared incurred by the Parties as follows: *** percent (***%) of with respect to such Remainder action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be retained by (or if received by the other Party, paid to) the Party bringing such action, allocated three-quarters to King and *** percent (***%) of such Remainder shall be paid one-quarter to the Party not bringing such actionVSI. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each If either Party will notify the other within *** business days of becoming becomes aware of (i) any existing or threatened infringement by a Third Party of any of the FivePrime Patents, Arcturus Patent or CureVac Patents (including Joint Patents, or HGS Patents through the Development or commercialization of a Product ) in the Field in the Licensed Territory of Territory, which such Party becomes awareinfringing activity involves the using, including any “patent certification” (making, importing, exporting, offering for sale or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) selling Products or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, oppositionproducts that are competitive with Products, or similar the submission to a Party or a Regulatory Authority of an application for a product that references a Product, or (ii) a declaratory judgment action alleging asserting the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Arcturus Patent or CureVac Patent (including a Joint Patents) in the Territory in connection with any infringement described in clause (i) (each of (i) and (ii), or HGS Patents (collectively a “Product Infringement”), it shall promptly notify the other Party in writing to that effect, and the Parties will consult with each other regarding any actions to be taken with respect to such Product Infringement. (b) HGS CureVac shall have the first right to bring and control any legal action to enforce CureVac Patents (and Joint Patents prosecuted by CureVac) in connection with such any Product Infringement in the Licensed Territory at its own expense (“CureVac Product Infringement”) as it reasonably determines appropriate, and FivePrime Arcturus shall have the right to be represented in any such action by counsel of its choice. Prior to CureVac’s commencing any such action, and periodically during the course of such action, the Parties shall meet to discuss CureVac’s proposed strategy for such action and the progress thereof, and CureVac shall reasonably consider any comments thereto made by Arcturus. If HGS CureVac decides not to bring such legal action, it shall so inform FivePrime Arcturus promptly and FivePrime Arcturus shall have the right to bring and control any legal action to enforce CureVac Patent in connection with such CureVac Product Infringement as it reasonably determines appropriate after consultation with CureVac. (c) Arcturus shall have the first right to bring and control any legal action to enforce Arcturus Patents (and Joint Patents prosecuted by Arcturus) in connection with any Product Infringement (“Arcturus Product Infringement”) as it reasonably determines appropriate, and CureVac shall have the Licensed Territory right to be represented in any such action by counsel of its choice. Prior to Arcturus’s commencing any such action, and periodically during the course of such action, the Parties shall meet to discuss Arcturus’s proposed strategy for such action and the progress thereof, and Arcturus shall reasonably consider any comments thereto made by CureVac. If Arcturus decides not to bring such legal action, it shall so inform CureVac promptly and CureVac shall have the right to bring and control any legal action to enforce Arcturus Patent in connection with such Arcturus Product Infringement as it reasonably determines appropriate after consultation with Arcturus. (d) Arcturus shall have the exclusive right to enforce the Arcturus Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate after consultation with HGS.appropriate. CureVac shall have the exclusive right to enforce the CureVac Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Joint Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT between CUREVAC and ARCTURUS Confidential (ce) At the request of the Party bringing the actionaction against any Product Infringement, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) . In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent any Patent Rights of the other Party. (ef) Any recoveries resulting from such All costs and expenses incurred in connection with an enforcement action relating to a claim of Product Infringement shall be first applied against payment treated as Joint Commercialization Costs for the applicable Product, except that with respect to Opt-Out Products, the Party bringing the action will bear its costs and expenses, and those of each the other Party if incurred at such Party’s request. Any recoveries from such actions shall (i) in the case of Opt-Out Products, be used first to reimburse the Parties’ costs and expenses in connection therewith. Any with such recoveries in excess of such costs actions, and expenses (the “Remainder”) remainder will be deemed Net Sales and retained by the selling Party, subject to a royalty payment to the other Party in accordance with Section 8.5, and (ii) in the case of other Products, be deemed Net Sales and shared by between the Parties as follows: *** percent (***%) part of such Remainder shall be retained by the Operating Profit (or if received by Loss) for the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionapplicable Product. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify shall promptly report in writing to the other within *** business days Party during the term of becoming aware this Agreement any: (i) known infringement, suspected infringement, unauthorized use or misappropriation of any infringement of the Patents in the Field in the Territory by a Third Party of which it becomes aware, and shall provide the other Party with all available evidence supporting said infringement, suspected infringement or unauthorized use or misappropriation. Within 60 days after Scynexis becomes, or is made, aware of any of the FivePrime Patentsforegoing, Joint Patentsit shall advise Waterstone in writing that (i) Scynexis has elected to initiate proceedings or (ii) Scynexis will not initiate proceedings. The inability of Scynexis to decide on a course of action within such 60 day period shall for purposes of this Agreement be deemed a decision not to initiate an infringement or other appropriate suit. (b) Within ninety (90) days after Scynexis becomes, or HGS Patents through the Development is made, aware of any infringement, suspected infringement or commercialization of unauthorized use or misappropriation by a Product Third Party in the Field in the Licensed Territory Territory, as provided in paragraph (a) above, and provided that Scynexis shall have advised Waterstone, within the sixty day period provided in paragraph (a) above of which such Party becomes awareits decision to file suit, including any “patent certification” (Scynexis shall initiate an infringement or its equivalent for biologic products) filed other appropriate suit anywhere in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions world against such Third Party. Scynexis shall provide Waterstone with an opportunity to make suggestions and comments regarding such suit and shall promptly notify Waterstone of the commencement of such suit. Scynexis shall keep Waterstone promptly informed of, and shall from time to time consult with Waterstone regarding the status of any declaratory judgmentsuch suit and shall provide Waterstone with copies of all documents filed in, oppositionand all written communications relating to, or similar action alleging the invaliditysuch suit. Scynexis shall select counsel who shall be reasonably acceptable to Waterstone. Scynexis shall, unenforceability or non-infringement of any except as provided below, pay all expenses of the FivePrime Patentssuit, Joint Patentsincluding, or HGS Patents (collectively “Product Infringement”)without limitation, attorneys’ fees and court costs. If necessary, Waterstone shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit; provided, however, Waterstone shall have the right to participate and be represented in any suit by its own counsel at its own expense. Scynexis shall not settle any such suit involving rights of Waterstone without obtaining the prior written consent of Waterstone, which consent shall not be unreasonably withheld. (c) In the event that Scynexis does not inform Waterstone of its intent to initiate an infringement or other appropriate suit within the 60-day period provided in paragraph (a) above, or does not initiate such an infringement other appropriate action within the 90-day period provided in paragraph (b) HGS above, Waterstone shall have the first right, but not the duty, at its expense, to initiate an infringement or other appropriate suit. In exercising its rights pursuant to this paragraph (c), Waterstone shall have the sole and exclusive right to bring select counsel and control shall pay all expenses of the suit, including without limitation attorneys’ fees and court costs. If necessary, Scynexis shall join as a party to the suit and shall participate only to the extent that such participation is required as a result of its being a named party to the suit or being the holder of any legal action patent at issue or being the owner or licensor of any Patents at issue. At Waterstone’s request, Scynexis shall offer reasonable assistance to Waterstone in connection with therewith at no charge except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such Product Infringement assistance. Without limiting the generality of the preceding sentence, Scynexis shall cooperate fully in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime order to enable Waterstone to institute any action hereunder. Scynexis shall have the right to be represented in any such action suit by its own counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation expense. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with HGS. (c) At the request Securities and Exchange Commission pursuant to Rule 24b-2 of the Party bringing the actionSecurities Exchange Act of 1934, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredamended. (d) In Any recovery obtained by either or both Scynexis and Waterstone in connection with or as a result of any such proceedingaction contemplated by this Section 8.3, whether by settlement or otherwise, shall be shared in order as follows: (i) the Party bringing which initiated and prosecuted the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent recoup all of the other Party. (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s its costs and expenses incurred in connection therewith. Any such recoveries in excess of such with the action; (ii) the other Party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; and (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid toiii) the Party bringing such action, and amount of any recovery remaining shall then [*** percent (***%) of such Remainder shall be paid to the Party not bringing such action]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents through the Development using, importing, exporting, offering for sale or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and selling of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or nonantibody-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)drug conjugates. (b) HGS For infringement of any ADC Patent that claims an ADC that is selected by a Party for further Development, the Licensee of such ADC shall have the first right to bring and control any legal action in connection with to enforce such Product Infringement in the Licensed Territory ADC Patent at its own expense and as it reasonably determines appropriate, and FivePrime . Licensor shall have the right to be represented in any such action by counsel of its choicechoice at its own expense. If HGS decides Licensee does not to bring such legal actionaction within [***] after the notice provided pursuant to Section 6.3(a), it shall so inform FivePrime promptly and FivePrime Licensor shall have the right to bring and control any legal action in connection with to enforce such Product Infringement in the Licensed Territory ADC Patent at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) At the request and expense of the Party bringing the actionaction under Section 6.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) . In connection with any such proceeding, the Party bringing the action under Section 6.3(b) shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents ADC Patent without the prior written consent of the other Party. (ed) Any recoveries resulting from such an action relating under Section 6.3(b) to a claim of Product Infringement enforce the ADC Patents shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or the enforcing Party; provided however that if received by the other Partyenforcing Party is Licensee, paid to) the Party bringing then such action, and *** percent (***%) of such Remainder excess recovery shall be paid deemed Net Sales and subject to the Party not bringing such actionroyalty payment under Section 5.4. (fe) FivePrime As between the Parties, PHP shall have the exclusive right to bring and control any legal action to enforce its Licensed Patents that relates solely to the FivePrime Drug and method for the conjugation of the Drug to antibodies, and Immunome shall have the exclusive right to bring and control any legal action to enforce its Licensed Patents for any infringement that is not a Product Infringementrelated solely to its antibody discovery platform, in each case at such Party’s own expense and as such Party reasonably determines appropriate, and such Party shall have the right to retain all recoveries.

Patent Enforcement. (a) Each Party will shall notify the other within *** business days of becoming promptly after such Party becomes aware of any alleged infringement of any Avalon Patent in any country in the Territory with respect to a DRG that is not a Reversion Target or use thereof in a Screen (an “Infringing DRG”). If any of the Avalon Patents under which Aventis holds a license hereunder is infringed in the Territory by a Third Party with respect to an Infringing Target, Aventis shall have the first right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of Aventis and if required also in the name of Avalon. Within the sole discretion of Avalon, Avalon may jointly institute such action with Aventis at the cost and expense of Avalon, in which case Avalon shall have joint control over such action with Aventis. In any such action, Aventis shall make no decision or settlement or compromise that will or potentially will adversely affect the validity, enforceability, ownership or scope of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product Avalon Patent unless agreed to in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”)writing by Avalon. (b) HGS shall have In the first right event that Aventis does not institute such an infringement proceeding against an offending Third Panty with respect to bring and control an Infringing Target within * after receiving written notice of any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriatealleged infringement, and FivePrime then Avalon shall have the right and option, but not the obligation, to be represented institute infringement proceedings * The asterisk denotes the confidential portions of this exhibit have been omitted in any reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities Exchange Commission. against such action by counsel Third Party with respect to such an Infringing Target in the Territory, in the name of its choiceAvalon and if required also in the name of Aventis. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime Avalon shall have the right to bring and sole control any legal action in connection with over such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSaction. (c) At In any infringement suit either Party may institute to enforce any Avalon Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party bringing initiating such suit, cooperate in all respects, including agreeing to be joined as a Party in such suit, and, to the actionextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the other Party shall provide like. All reasonable assistance out-of-pocket costs incurred in connection therewith, including with rendering cooperation requested hereunder shall be paid by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if requiredParty requesting cooperation. (d) In connection with The costs and expenses of any such proceeding, action instituted pursuant to this Section 7.2 (including reasonable fees of attorneys and other professionals) shall be borne by the Party bringing instituting the action action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall not enter into any settlement admitting be borne by the invalidity of, or otherwise impairing Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party’s rights in, Party to institute and prosecute such infringement actions (if such other Party has the FivePrime Patents, Joint Patents, or HGS Patents without the prior written consent of the other Partyright to institute and prosecute such infringement actions pursuant to this Section 7.2). (e) Any recoveries resulting from In the event Aventis shall undertake the enforcement of any Avalon Patent, at the sole expense of Aventis any award or compensation (including the fair * The asterisk denotes the confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities Exchange Commission. market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action relating to a claim (whether by way of Product Infringement settlement or otherwise) shall be first applied against payment as follows: (i) first, to reimbursement of each Party’s costs and Party for all expenses incurred by each in connection therewithwith such action on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Aventis. Any In the event that Avalon undertakes such recoveries infringement action at its sole expense, any award or compensation shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by each in excess connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be allocated to Avalon. In the event that the Parties share the expenses of such costs and action, then any award or compensation shall be allocated between the Parties in proportion to the expenses (the “Remainder”) will be shared incurred by the Parties as follows: *** percent (***%) after proportionate reimbursement of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) expenses of such Remainder shall be paid to the Party not bringing such actioneach party. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify the other within *** business days of becoming If a party becomes aware of any infringement Third Party’s manufacture, use, sale, offer for sale or import of a product that is competitive with a Companion Diagnostic and such party believes or suspects that such Third Party’s activities infringe, or may infringe, any Group 2 Patent, including the filing by a any Third Party of any of the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in the Licensed Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) certification filed in under the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions Drug Price Competition and Patent Term Restoration Act of any declaratory judgment1984 (collectively, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Competitive Infringement”). , such party shall promptly notify the other party in writing thereof, including the identity of such Third Party (b) HGS the “Infringer”), which notice shall have set forth in reasonable detail the first right facts and circumstances of such activities that are known to bring and control any legal action in connection with such Product Infringement in party. To the Licensed Territory maximum extent permitted by the Penn Agreement, Celladon, at its own expense as it reasonably determines appropriatesole expense, and FivePrime shall have the right to be represented in determine the appropriate course of action to enforce Group 2 Patents against the Infringer or otherwise ▇▇▇▇▇ the Competitive Infringement, to take (or refrain from taking) appropriate action to enforce Group 2 Patents against the Infringer, to defend any declaratory judgments by an Infringer seeking to invalidate or hold the Group 2 Patents unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action by counsel with respect to Group 2 Patents, in each case in Celladon’s own name and, if necessary for standing purposes, in the name of its choiceAmpliPhi and shall consider, in good faith, the interests of AmpliPhi in so doing. If HGS decides not Celladon does not, within one hundred twenty (120) days of receipt of notice from AmpliPhi, ▇▇▇▇▇ the Competitive Infringement or file suit to bring such legal actionenforce the Group 2 Patents against the Infringer, it shall so inform FivePrime promptly and FivePrime AmpliPhi shall have the right to bring and control any legal take whatever action in connection with such Product Infringement in it deems appropriate to enforce the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a Group 2 Patents. The party to the action if required. (d) In connection with controlling any such proceeding, the Party bringing the enforcement action shall not enter into any settlement admitting settle the invalidity of, action or otherwise impairing consent to an adverse judgment in such action that diminishes the other Party’s rights in, or interests of the FivePrime Patents, Joint Patents, or HGS Patents non-controlling party without the prior written consent of the other Party. (e) Any party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Group 2 Patents shall first be applied to reimburse each party, and, if applicable, Penn, for their respective litigation expenditures, with remaining recoveries resulting from such an action relating being subject to a claim of Product Infringement Celladon’s payment obligations under Section 3.2 to the extent required by the Penn Agreement, after which any remaining recovery shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid parties in relation to the Party not bringing such actiondamages suffered by each party. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of Licensed Product Patents or the FivePrime Patents, Joint Patents, or HGS Patents through the Development or commercialization of a Product jointly owned Inventions in the Field in the Licensed Territory of which such Party becomes aware, including any (the “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Territory Infringement”). The information of such Territory Infringement as disclosed by such Party to the other Party shall be considered Confidential Information of both Parties, subject to Article 6. (b) HGS As between the Parties, ▇▇▇ shall have the first right to bring and control any legal action in connection with such any Territory Infringement of (i) any Licensed Product Infringement Patents; (ii) the jointly owned Inventions; and (iii) any other claim in any Licensed Platform Patents with the Licensed Territory approval of MediLink, in each case at its own expense and as it reasonably determines appropriate, and FivePrime Zai shall consider in good faith the interests of MediLink in such legal action. MediLink shall have the right to be represented in any such action by counsel of its choicechoice at its own expense. If HGS decides not to bring such legal action[***], it shall so inform FivePrime promptly and FivePrime then, in either case, MediLink shall have the right to bring and control any legal action in connection with such Product Territory Infringement [***]. (c) As between the Parties, MediLink shall have the first right to bring and control any legal action in the connection with any Territory Infringement of any Licensed Territory Platform Patents against an infringer exploiting compounds and products across MediLink’s technology platform, at its MediLink’s own expense and as it reasonably determines appropriate after consultation with HGS[***]. (cd) At the request and expense of the Party bringing the actionaction under Section 5.3(b) or Section 5.3(c) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) . In connection with any such proceeding, the Party bringing the action under Section 5.3(b) or Section 5.3(c) shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Licensed Patents without the prior written consent of the other PartyParty (not to be unreasonably withheld). (e) Any recoveries resulting from such an action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent ([***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ] of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Astellas Patents or Collaboration Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization Commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareany Collaboration Product, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents (collectively “Product Infringement”). (b) HGS Astellas shall have the first right to bring and control any legal action in connection with such any Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime Cytokinetics shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Cytokinetics and its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such action, any counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If HGS Astellas decides not to bring such legal action, it shall so inform FivePrime notify Cytokinetics promptly in writing and FivePrime Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSAstellas. (c) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (de) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents without the prior written consent of the other Party. (ef) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in [ * ] = 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. connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will shall be shared by the Parties as follows: [*], provided that, if [** percent (***%) of ], then such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and [*] in accordance with Section [** percent (***%) of such Remainder shall be paid to the Party not bringing such action]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will notify In the other within *** business days of becoming event that LR becomes aware of any infringement by a Third Party of any of the FivePrime Patentsproduct that is made, Joint Patentsused, or HGS Patents through the Development sold or commercialization of a Product in the Field in any action that it believes infringes or misappropriates the Licensed Territory Information and/or Additional Inventions, LR will promptly advise MediWound of which all the relevant facts and circumstances known to them in connection with such Party becomes awareinfringement or misappropriation. With respect to the Licensed Information and Additional Inventions, including MediWound shall have the first right, but not the obligation, to bring an action against any “patent certification” (third party suspected of infringement or its equivalent for biologic products) filed in misappropriation of same, and to control the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and defense of any declaratory judgment, opposition, or similar judgment action alleging the invalidity, unenforceability invalidity or non-infringement (or other action) relating thereto. If MediWound elects to bring such action against the third party, LR will fully cooperate with MediWound with respect to the investigation and prosecution of any such alleged infringement or misappropriation, including the joining of LR and their Affiliates as parties to such action, as may be required by the law of the FivePrime Patentsparticular forum where enforcement is being sought. In the event that any such assistance shall impose financial obligations on LR, Joint Patents, or HGS Patents (collectively “Product Infringement”). (b) HGS then LR shall inform MediWound and MediWound shall reimburse LR actual out of pocket expenses which have the first right to bring been approved by MediWound in advance and control any legal action in connection with such Product Infringement writing; provided that in the Licensed Territory at its own expense as it reasonably determines appropriateevent that MediWound does not approve such expenses, neither LR will be obligated to provide such assistance. All legal fees and FivePrime shall have the right to be represented in other costs and expenses associated with any such action shall be borne exclusively by counsel MediWound, and any recovery obtained as a result of its choice. If HGS decides not such action shall first be applied to bring such legal action, it shall so inform FivePrime promptly cover MediWound’s costs and FivePrime shall have the right to bring and control any legal action in connection expenses associated with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGS. (c) At the request of the Party bringing the action, and then the other Party remainder shall provide reasonable assistance be retained by MediWound, subject to LR rights to receive Royalty Payments in connection therewith, including by executing reasonably appropriate documents, cooperating the event that the funds received are awarded in discovery and joining as a party to lieu of lost Net Sales of the action if required. (d) In connection with any such proceeding, the Party bringing the action Licensed Product(s). MediWound shall not enter into any settlement admitting compromise or settle the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Patents, Joint Patents, or HGS Patents litigation without the prior written consent of LR which shall not be unreasonably withheld, provided, however, that such compromise or settlement may be made without the written consent of LR, if such settlement complies with all the following terms: (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a complete release of LR from all liability in respect of such claim or litigation, (ii) does not impose any obligation on LR not imposed under this Agreement and does not require LR to part with any rights or property not required to be parted with under the terms hereof. Each party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party. (e) Any recoveries resulting from party to institute and prosecute such an action relating infringement actions referred to a claim of Product Infringement in this Section 7.2, and shall be first applied against payment of each Party’s costs otherwise cooperate in the institution and expenses in connection therewith. Any such recoveries in excess prosecution of such costs and expenses actions (including, without limitation, consenting to being named as a party thereto). Each party, in prosecuting any such infringement actions, shall keep the “Remainder”) will be shared by other party reasonably informed as to the Parties as follows: *** percent (***%) status of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such actionactions. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall notify the other within **[ * business days ] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Cytokinetics Patents, Joint Astellas Patents or Collaboration Patents, which infringement adversely affects or HGS Patents through is expected to adversely affect the Development or commercialization Commercialization of a Product in the Field in the Licensed Territory of which such Party becomes awareany Collaboration Product, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents (collectively “Product Infringement”). (b) HGS Astellas shall have the first right to bring and control any legal action in connection with such any Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime Cytokinetics shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Cytokinetics and its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such action, any counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. If HGS Astellas decides not to bring such legal action, it shall so inform FivePrime notify Cytokinetics promptly in writing and FivePrime Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSAstellas. (c) Cytokinetics shall have the exclusive right to enforce the Cytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Astellas shall have the exclusive right to enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (de) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime Cytokinetics Patents, Joint Patents, Astellas Patents or HGS Collaboration Patents without the prior written consent of the other Party. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (ef) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or [ * ], provided that if received by the other Party, paid to) Product Infringement involves a Collaboration Product in [ * ] Indication [ * ] in the Party bringing such actionShared Territory, and **[ * percent (***%) of ] for such Indication, the Remainder shall be paid to the Party not bringing such actionto[ * ]. Any Remainder [ * ] in accordance with Section [ * ]. (f) FivePrime shall have the exclusive right to enforce the FivePrime Patents for any infringement that is not a Product Infringement.

Patent Enforcement. (a) Each Party will shall promptly notify the other within *** business days of becoming Party if it becomes aware of any suspected, alleged, threatened, or actual infringement by a Third Party of any of the FivePrime Patents, Licensed Patents or Joint Patents, or HGS Patents through the Development or commercialization of a Product in the Field in Territory (the Licensed “Territory of which such Party becomes aware, including any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Patents (collectively “Product Infringement”). Each Party also shall promptly notify the other Party if it becomes aware of any suspected, alleged, threatened, or actual infringement by a Third Party of any Joint Patents outside the Territory. (b) HGS As between the Parties, (i) Licensee shall have the first right to bring and control any legal action in connection with such Product any Territory Infringement within the scope of the exclusive license granted to Licensee in Section 2.1(a) or any Joint Patent in the Licensed Territory at its own expense as it reasonably determines appropriateField in the Territory, and FivePrime (ii) Licensor shall have the right to be represented in any such action by counsel of its choice. If HGS decides not to bring such legal action, it shall so inform FivePrime promptly and FivePrime shall have the first right to bring and control any legal action in connection with any suspected, alleged, threatened, or actual infringement by a Third Party of any Joint Patents outside the Territory (any such Product action, an “Infringement Action”) at its own expense and as it reasonably determines appropriate. The other Party shall have the right to be represented in any such Infringement Action by counsel of its choice at its own expense. If the Party having the first right to being an Infringement Action does not bring such Infringement Action within (i) [***] after the notice provided pursuant to Section 6.4(a) or (ii) [***] before the time limit, if any, set forth in the Licensed Territory appropriate Laws for the filing of such actions, whichever comes first, or notifies the other Party of its decision not to bring or continue any Infringement Action, then the other Party shall have the right, but not the obligation, to bring and control such Infringement Action at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) At the request and expense of the Party bringing the actionaction under Section 6.4(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) . In connection with any such proceeding, the Party bringing the action under Section 6.4(b) shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the FivePrime PatentsLicensed Patents or Joint Patents or any of such other Party’s rights in any of its Patent Rights, Joint Patents, or HGS Patents without the prior written consent of the other PartyParty (not to be unreasonably conditioned, withheld or delayed). (ed) Any recoveries resulting from such an action relating to a claim of Product Infringement Action shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent ([***%) of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and *** percent (***%) of such Remainder shall be paid to the Party not bringing such action]. (fe) FivePrime Licensor shall have the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for other than an Infringement Action, including any action against any infringement that is not a Product Infringementoutside the Territory, at its own expense and as it reasonably determines appropriate. Licensor shall have the right to retain all recoveries resulting from such action to enforce the Licensed Patents.

Patent Enforcement. (a) Each Party will shall notify the other within [*** business days ******] of becoming aware of any alleged or threatened infringement by a Third Party of any of the FivePrime Licensed Patents, Joint Patents, which infringement adversely affects or HGS Patents through the Development or commercialization of a is expected to adversely affect any Licensed Product in the Field in the Licensed Territory of which such Party becomes awareTerritory, including and any “patent certification” (or its equivalent for biologic products) filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the FivePrime Patents, Joint Patents, or HGS Licensed Patents in the Territory (collectively “Product Infringement”). (b) HGS shall have As between the Parties, Zai has the first right to bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate, and FivePrime shall have the right to be represented in any such action by counsel of its choice. If HGS decides Zai does not to bring such legal actionaction within [********] after the notice provided pursuant to Section 13.3(a), it shall so inform FivePrime promptly and FivePrime shall have the right to Entasis may bring and control any legal action in connection with such Product Infringement in the Licensed Territory at its own expense as it reasonably determines appropriate after consultation with HGSappropriate. (c) At the request and expense of the Party bringing the actionan action under Section 13.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (d) required by Applicable Law to pursue such action. In connection with any such proceedingenforcement action, the Party bringing the action shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, in the FivePrime Patents, Joint Patents, or HGS Licensed Patents without the prior written consent of the other Party. (ed) Any recoveries resulting from such an enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) will be shared by the Parties as follows: *** percent (***%) of such Remainder shall be retained by (or if received by the other enforcing Party, paid to) provided that if Zai is the Party bringing enforcing Party, then such action, and *** percent (***%) of such Remainder excess recoveries shall be paid deemed Net Sales of Licensed Products and subject to the Party not bringing such actionroyalty payment in Article 9. (fe) FivePrime shall have Entasis has the exclusive right to bring and control any legal action to enforce the FivePrime Licensed Patents for against any infringement that is not a Product InfringementInfringement or is outside the Territory, in each case at its own expense and as it reasonably determines appropriate, and may retain all recoveries.