Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) Each Party shall inform the other Party promptly in writing of any alleged infringement of any Regents' Patent Rights by any Third Party of which it shall have knowledge, and provide any available evidence of infringement. (b) BMS acknowledges and agrees that The Regents shall have the right to defend the Regents' Patent Rights against infringement or interference by other parties. BMS further acknowledges and agrees that PROGENICS shall have the right to join, and shall cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to join any such action, at its own expense, with respect to any infringement of the Regents' Patent Rights in the Regents' Field). (c) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to prosecute at its own expense any infringement of the Regents' Patent Rights in the Regents' Field). BMS further acknowledges and agrees that The Regents shall have the right to join, and shall cooperate with PROGENICS in, any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] shall be entitled to any recovery in a legal action brought by [XXX] to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each of BMS and PROGENICS shall be entitled to reimbursement, pro rata, of expenses incurred by such Party in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.)

Patent Enforcement. (a) Each Party 8.1 LICENSOR and LICENSEE shall inform the notify each other Party promptly in writing of any alleged infringement of the LICENSED PATENT APPLICATION which becomes known to either of them. LICENSEE shall notify LICENSOR promptly of any Regents' Patent Rights by any Third Party of which it shall have knowledge, and provide any available evidence of action taken in accordance with this Article VIII to eliminate such infringement. (b) BMS acknowledges and agrees that The Regents shall have 8.2 LICENSEE is authorized pursuant to the right to defend the Regents' Patent Rights against infringement provisions of Chapter 29, Title 35, U.S. Code, or interference by other parties. BMS further acknowledges and agrees that PROGENICS shall have the right to join, and shall cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to join any such action, at its own expense, with respect to any infringement of the Regents' Patent Rights in the Regents' Field).statutes: (cA) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter To bring suit in its own name (howevername, as between PROGENICS and BMSor if required by law, BMS shall have the rightjointly with LICENSOR, but not the obligation, to prosecute at its own expense any and on its own behalf, for infringement of the Regents' Patent Rights in LICENSED PATENT APPLICATION; (B) In any such suit, to enjoin infringement; and (C) To collect for its use damages, profits and awards of whatever nature recoverable for such infringement; provided that LICENSEE shall be obligated to pay to LICENSOR an amount equal to the Regents' Field)royalties and other amounts that LICENSEE would have paid to LICENSOR if LICENSEE had sold the ROYALTY-BASED PRODUCTS rather than the infringer. BMS further acknowledges Notwithstanding the foregoing, LICENSEE must notify the Chief, Regulatory Law and agrees that The Regents Intellectual Property Division of the U.S. Army Legal Services Agency (703-693-1100) at least thirty (30) days prior to either filing an enforcement lawsuit against an alleged infringer or sending a cease and desist letter to an alleged infringer. 8.3 In the event LICENSOR shall bring to the attention of LICENSEE any unlicensed infringement of the LICENSED PATENT APPLICATION and LICENSEE shall not, within six (6) months, (A) Secure cessation of the infringement, or (B) Enter suit against the infringer, LICENSOR shall thereafter have the right to joinsue for the infringement at LICENSOR’s own expense, and to collect for its own use all damages, profits and awards of whatever nature recoverable for such infringement. 8.4 LICENSOR and LICENSEE mutually agree to use reasonable efforts to furnish technical and other necessary assistance to each other in conducting any litigation necessary to enforce the LICENSED PATENT APPLICATION against others. 8.5 LICENSEE shall defend at its own cost and expense any action, suit, claim or proceeding for infringement by LICENSEE of any third party’s patents based upon LICENSEE’s manufacture, use, sale, or lease of products, processes or services based upon, utilizing, or incorporating the LICENSED PATENT APPLICATION. LICENSOR shall cooperate with PROGENICS inLICENSEE in any way reasonably necessary, but without expense to LICENSOR in the defense of any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] shall be entitled to any recovery in a legal action brought by [XXX] to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each of BMS and PROGENICS shall be entitled to reimbursement, pro rata, of expenses incurred by such Party in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICSsuit, claim or proceeding.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.)

Patent Enforcement. (a) Each Party 6.1 LICENSOR and LICENSEE shall inform the notify each other Party promptly in writing of any alleged infringement of the PATENTS, which becomes known to either of them LICENSEE shall notify LICENSOR promptly of any Regents' Patent Rights by any Third Party of which it shall have knowledge, and provide any available evidence of action taken in accordance with this Paragraph VI to ▇▇▇▇▇ or eliminate such infringement. (b) BMS acknowledges and agrees that The Regents . LICENSEE shall have the right to defend ▇▇▇▇▇ the Regents' Patent Rights infringement by grant of sublicense in accordance with the provisions of Paragraph III, or to ▇▇▇ for the infringement in LICENSEE=s own name and expense, and to collect for its own use all damages, profits, and awards of whatever nature recovered for such infringement, however, such damages, profits and awards shall be included as income for royalty calculations less reasonable legal fees incurred in the enforcement of said PATENTS. 6.2 In the event LICENSOR shall bring to the attention of LICENSEE any infringement of the LICENSED PATENT, and LICENSEE shall not, within six (6) months: a) Secure abatement or cessation of the infringement; b) Enter suit against infringement or interference the infringer; or c) Provide LICENSOR with evidence of the pendency of a bona fide negotiation for the acceptance by other parties. BMS further acknowledges and agrees that PROGENICS the infringer of a sublicense under the PATENTS, LICENSOR shall thereafter have the right to join, and shall cooperate with The Regents in, any ▇▇▇ for the infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to join any such action, at its LICENSOR'S own expense, with respect and to any infringement collect for its own use all damages, profits, and awards of the Regents' Patent Rights in the Regents' Field)whatever nature recoverable for such infringement. (c) BMS acknowledges 6.3 LICENSOR and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not LICENSEE mutually agree to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor furnish technical and if the infringement occurred during the period and other necessary assistance to each other in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to prosecute at its own expense conducting any infringement of the Regents' Patent Rights in the Regents' Field). BMS further acknowledges and agrees that The Regents shall have the right to join, and shall cooperate with PROGENICS in, any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] shall be entitled to any recovery in a legal action brought by [XXX] litigation necessary to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]the PATENTS against others. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each Out of BMS and PROGENICS shall be entitled to reimbursement, pro rata, of pocket expenses incurred by for such Party in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS assistance will be applied first toward PROGENICS's unreimbursed expenses and fees relating to paid by the party requesting such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICSassistance.)

Patent Enforcement. (a) Each Party 12.1 In the event AVT becomes aware of an infringement or violation respecting the Licensed Product, AVT shall promptly inform the other Party promptly NYMC in writing of such infringement and the parties shall review the advisability of instituting legal action against any alleged such infringement or violation of any Regents' Patent Rights the Licensed Product. If NYMC does not agree to pursue the infringement or violation in cooperation with AVT within ninety (90) days of such notice, AVT may pursue such infringement or violation on its own behalf and in the name of NYMC (as a nominal party) and NYMC shall cooperate as reasonably requested by any Third Party of which it shall have knowledge, and provide any available evidence of infringementAVT. (b) BMS acknowledges 12.2 The costs and agrees that The Regents shall have the right to defend the Regents' Patent Rights expenses of actions jointly commenced by AVT and NYMC against infringement or interference by other parties. BMS further acknowledges and agrees that PROGENICS shall have the right to join, and shall cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to join any such action, at its own expense, with respect to any infringement of the Regents' Patent Rights in the Regents' Field). (c) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit third parties for infringement of the Regents' Patent Rights within 100 days after PROGENICSLicensed Product shall be borne by the parties equally. Provided, however, that NYMC's request therefor share of such litigation cost shall be deducted from the royalties payable hereunder, if any, and if NYMC shall not be required to pay any amounts exceeding .the total royalties paid or due at the inception of the legal action. Any damages, costs and amounts recovered or received in settlement as a result of the legal action shall first go to reimburse costs and expenses borne by the parties and the remainder shall then be allocated according to the royalty rate in effect at the time of such recovery. 12.3 In the event that AVT elects not to pursue the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to prosecute or violation at its own expense any under paragraph 11.1, then NYMC may choose to pursue the infringement of the Regents' Patent Rights in the Regents' Field). BMS further acknowledges violation at its own expense and agrees that The Regents shall have the right to join, and shall cooperate with PROGENICS in, any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] shall be entitled to any recovery in a legal action brought by [XXX] to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each of BMS and PROGENICS shall be entitled to reimbursement, pro rata, of expenses incurred by such Party in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and NYMC shall be entitled to retain all damages, costs and amounts recovered or received in settlement. 12.4 In the remainder. (As between BMS and PROGENICSevent that AVT elects to pursue the infringement or violation at its own expense when NYMC elects not to proceed jointly as under this Article 11, from such remainder, BMS then AVT shall be entitled to reimbursement retain all damages, costs and amounts recovered or received in settlement. 12.5 Nothing herein shall obligate either NYMC or AVT to enter into any litigation of expenses incurred by BMS any nature whatsoever with regard to the Licensed Product. 12.6 AVT and NYMC hereby agree to cooperate reasonably with each other in connection with such action, and the balance remaining from such allocation any proceeding instituted hereunder. Such litigation shall be divided as follows: [XXX] controlled by the party bringing suit, except when such suit is brought jointly, in which case AVT shall control. 12.7 If an allegation of infringement against any Licensed Product is brought to BMS and the remaining [XXX] attention of AVT or NYMC, the procedures outlines in 12.1 through 12.4 shall apply. However, should AVT incur such expenses up to PROGENICSfifty (50%) of royalties due NYMC shall be deducted therefrom during the pendency of the litigation.)

Patent Enforcement. (a) Each Party 8.1 LICENSOR and LICENSEE shall inform the notify each other Party promptly in writing of any alleged infringement of the LICENSED PATENT APPLICATION which becomes known to either of them. LICENSEE shall notify LICENSOR promptly of any Regents' Patent Rights by any Third Party of which it shall have knowledge, and provide any available evidence of action taken in accordance with this Article VIII to eliminate such infringement. (b) BMS acknowledges and agrees that The Regents shall have 8.2 LICENSEE is authorized pursuant to the right to defend the Regents' Patent Rights against infringement provisions of Chapter 29, Title 35, U.S. Code, or interference by other parties. BMS further acknowledges and agrees that PROGENICS shall have the right to join, and shall cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to join any such action, at its own expense, with respect to any infringement of the Regents' Patent Rights in the Regents' Field).statutes: (cA) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter To bring suit in its own name (howevername, as between PROGENICS and BMSor if required by law, BMS shall have the rightjointly with LICENSOR, but not the obligation, to prosecute at its own expense any and on its own behalf, for infringement of the Regents' Patent Rights in LICENSED PATENT APPLICATION; (B) In any such suit, to enjoin infringement; and (C) To collect for its use damages, profits and awards of whatever nature recoverable for such infringement; provided that LICENSEE shall be obligated to pay to LICENSOR an amount equal to the Regents' Field). BMS further acknowledges royalties and agrees other amounts that The Regents LICENSEE would have paid to LICENSOR if LICENSEE had sold the ROYALTY-BASED PRODUCTS rather than the infringer. 8.3 In the event LICENSOR shall bring to the attention of LICENSEE any unlicensed infringement of the LICENSED PATENT APPLICATION and LICENSEE shall not, within six (6) months, (A) Secure cessation of the infringement, or (B) Enter suit against the infringer, LICENSOR shall thereafter have the right to join▇▇▇ for the infringement at LICENSOR’s own expense, and to collect for its own use all damages, profits and awards of whatever nature recoverable for such infringement. 8.4 LICENSOR and LICENSEE mutually agree to furnish technical and other necessary assistance to each other in conducting any litigation necessary to enforce the LICENSED PATENT APPLICATION against others. Reasonable expenses for such assistance will be paid by the party requesting such assistance. 8.5 LICENSEE shall defend at its own cost and expense any action, suit, claim or proceeding for infringement by LICENSEE of any third party’s patents based upon LICENSEE’s manufacture, use, sale, or lease of products, processes or services based upon, utilizing, or incorporating the LICENSED PATENT APPLICATION. LICENSOR shall cooperate with PROGENICS inLICENSEE in any way reasonably necessary, but without expense to LICENSOR in the defense of any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] shall be entitled to any recovery in a legal action brought by [XXX] to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each of BMS and PROGENICS shall be entitled to reimbursement, pro rata, of expenses incurred by such Party in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICSsuit, claim or proceeding.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.)

Patent Enforcement. (a) Each Party Corgentech may, but shall inform not be obliged to, at its own cost and expense, enforce the other Party promptly Cyclacel IP, [ * ]against infringers only where the infringer is using the same in writing conjunction with Transcription Factor Decoys in accordance with the following: 8.5.1 Prior to the commencement of any proceedings Corgentech shall notify Cyclacel of the alleged infringement of any Regents' Patent Rights by any Third Party of which it infringer’s activities and shall have knowledge, and provide any available evidence of infringement. (b) BMS acknowledges and agrees that The Regents consult with Cyclacel concerning the same. Thereafter Corgentech shall have the right to defend conduct the Regents' Patent Rights against infringement or interference by other parties. BMS further acknowledges and agrees that PROGENICS shall have prosecution of such alleged infringer including the right to join, and shall cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to join any such action, at its own expense, with respect to any infringement of the Regents' Patent Rights in the Regents' Field). (c) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to prosecute at its own expense any infringement of the Regents' Patent Rights in the Regents' Field). BMS further acknowledges and agrees settle them provided always that The Regents shall have the right to join, and shall cooperate with PROGENICS in, any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] Cyclacel shall be entitled to be joined in any recovery such proceedings and to be separately represented in a legal action brought by [XXX] relation to enforce any Regents Patent Rights, pursuant the same at its own cost and expense. Where it is necessary for Corgentech to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each of BMS and PROGENICS commence proceedings as plaintiff it shall be entitled to reimbursementrequire Cyclacel to join Corgentech as co-plaintiff and Cyclacel shall provide reasonable assistance in any such proceeding. Corgentech shall [ * ]by Cyclacel [ * ]providing such assistance, pro rataunless Cyclacel [ * ]in such proceeding as aforesaid. Cyclacel shall use its best endeavours to ensure that [ * ]under the [ * ], of expenses incurred by such Party in connection with and if [ * ]fails to take such action, Cyclacel shall [ * ]to the extent Corgentech so requests and the balance remaining from as permitted therein. 8.5.2 If Corgentech succeeds in any such allocation infringement proceedings, whether at trial or by way of settlement, Corgentech shall be divided as follows: [XXX] entitled to BMS and the remaining [XXX] to PROGENICS.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement retain such part of any Regents' Patent Rights by litigationaward of costs and damages made in such proceedings or settlement sum as is equal to Corgentech’s costs of conducting the proceedings and any amounts Corgentech pays for [ * ]in such proceeding under Clause 8.5.1, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainderbalance received by Corgentech less an amount equivalent to [ * ], which amount shall be paid to Cyclacel. 8.5.3 If Corgentech fails to take any such proceedings Cyclacel may give Corgentech notice that Cyclacel desires to conduct itself such proceedings. (As between BMS If Corgentech does not notify Cyclacel that Corgentech will conduct such proceeding under Clauses 8.5.1 and PROGENICS8.5.2 within [ * ]of the date of such notice, from such remainder, BMS Cyclacel shall be entitled to reimbursement do so [ * ]. Cyclacel shall be entitled to require Corgentech to join Cyclacel as co-plaintiff. Corgentech shall provide all necessary assistance to Cyclacel in relation to such proceedings and Cyclacel shall [ * ]by Corgentech [ * ]providing such assistance, unless Corgentech [ * ]in such proceeding (which Corgentech may elect in its discretion), in which case such separate representation shall be [ * ]. Cyclacel shall have the sole right to conduct such proceedings, including the right to settle them. If Cyclacel succeeds in any such proceedings it shall be entitled to retain such part of expenses incurred by BMS any award of costs and damages made in connection with such actionproceedings or settlement sum as is equal to Corgentech’s costs of conducting the proceedings and any amounts Cyclacel pays for [ * ]in such proceeding under this Clause 8.5.3, and shall be entitled to retain [ * ]of the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and remaining, with the remaining [XXX] [ * ]of such balance paid to PROGENICSCorgentech. Neither Party may settle any proceeding hereunder in any manner that adversely affects the other Party without such other Party’s prior written consent.)

Patent Enforcement. (a) Each Party of Inpharma and Cytogen shall promptly inform the other Party promptly in writing of any alleged infringement of any Regents' Patent Rights the Licensed Patents in the Territory by any Third Party a third party of which it has knowledge and shall provide the other party with any readily available information relating to such infringement. (a) During the term of this Agreement, Cytogen shall have knowledgethe right, but shall not be obligated, to prosecute at its own expense all infringements in the Territory of the Licensed Patents and, in furtherance of such right and provide to the extent required, Inpharma hereby agrees that Cytogen may include Inpharma and/or the Licensors as party plaintiffs in any available evidence such suit, without expense to Inpharma or the Licensors. The total cost of infringementany such infringement action commenced or defended solely by Cytogen shall be borne by Cytogen and Cytogen shall keep any recovery or damages for past infringement derived therefrom. Cytogen shall indemnify Inpharma and the Licensors against any Damages, including any order for costs, that may be made or awarded against Inpharma and/or the Licensors in such proceedings unless such costs or Damages are assessed based on acts, other than the act of entering into this Agreement, of Inpharma or its agents. (b) BMS acknowledges If within [**] after having been notified of any alleged infringement, Cytogen shall have been unsuccessful in persuading the alleged infringer to desist and agrees that The Regents shall not have brought and shall not be diligently prosecuting an infringement action, or if Cytogen shall notify Inpharma at any time prior thereto of its intention not to bring suit against any alleged infringer for the Territory, then, and in those events only, Inpharma shall have the right right, but shall not be obligated, to defend prosecute at its own expense any infringement of the Regents' Patent Rights Licensed Patents for the Territory, and Inpharma may, for such purposes, use the name of Cytogen as a party plaintiff in any such suit, without expense to Cytogen. The total cost of any such infringement action commenced or defended solely by Inpharma shall be borne by Inpharma, and Inpharma shall keep any recovery or damages for past infringement derived therefrom. Inpharma shall indemnify Cytogen against infringement any Damages, including any order for costs, that may be made or interference by awarded against Cytogen in such proceedings unless such costs are assessed based on acts, other partiesthan the act of entering into this Agreement, of Cytogen or its agents. (c) In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Inpharma or Cytogen, each party shall inform the other. BMS further acknowledges and agrees that PROGENICS Cytogen, at its option, shall have the right right, [**] after commencement of such action, to jointake over the sole defense of the action at its own expense. If Cytogen shall not exercise this right, and shall cooperate with The Regents in, any infringement action brought by The Regents (however, as between PROGENICS and BMS, BMS Inpharma shall have the right, but not the obligation, to join any take over the sole defense at Inpharma's sole expense. In the event that Cytogen elects to defend such action, at its own expensethe total cost of any such defense shall be borne by Inpharma, with respect to and Inpharma shall keep any infringement recovery or damages. Cytogen shall indemnify Inpharma and the Licensors against any Damages, including any order for costs, that may be made or awarded against Inpharma and/or the Licensors in such proceedings unless such costs or Damages are assessed based on acts, other than the act of the Regents' Patent Rights in the Regents' Field). (c) BMS acknowledges and agrees that, under The Regents/PROGENICS License entering into this Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in Inpharma or its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to prosecute at its own expense any infringement of the Regents' Patent Rights in the Regents' Field). BMS further acknowledges and agrees that The Regents shall have the right to join, and shall cooperate with PROGENICS in, any infringement action brought by PROGENICS, at The Regents' sole expenseagents. (d) BMS acknowledges and agrees that [XXX] shall be entitled to In any recovery in a legal action brought by [XXX] infringement suit as either party may institute to enforce any Regents Patent Rights, the Licensed Patents pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges this Agreement or in the event of defense by either party, the other party hereto shall, at the request and agrees that any recovery expense of the party initiating or defending such suit, cooperate in a legal action brought jointly by The Regents all respects and, to the extent possible, have its employees testify when requested and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICSmake available relevant records, from the portion allocated to PROGENICSpapers, each of BMS and PROGENICS shall be entitled to reimbursementinformation, pro ratasamples, of expenses incurred by such Party in connection with such actionspecimens, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICSlike.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.)

Patent Enforcement. (a) Each If either Party shall inform becomes aware of any existing or threatened infringement of any of the Licensor Patents in the Field anywhere in the Territory by a Third Party, including any declaratory judgment, attempt at injunctive or other equitable relief, and opposition, post-grant administrative proceedings, or similar action from a Third Party alleging the invalidity, unenforceability, or non-infringement of any of the Licensor Patents (“Territory Infringement”), such Party will promptly notify the other Party promptly in writing of to that effect and the Parties will consult and cooperate with each other regarding any actions to be taken with respect to such Territory Infringement. For any Territory Infringement, each Party will share with the other Party all Information available to it regarding such actual or alleged infringement of any Regents' Patent Rights by any Third Party of which it shall have knowledge, and provide any available evidence of infringement. (b) BMS acknowledges and agrees that The Regents Subject to Section 9.3(c) with respect to a Licensor Patent, as between the Parties, Licensee shall have the exclusive right to defend bring an appropriate suit or other action against any person or entity engaged in or threatening any such Territory Infringement which infringes (or would infringe) any Licensor Patent that includes claims directed to any Product, at Licensee’s cost and expense. Licensor will take appropriate and timely action to enable Licensee to commence a suit or petition for equitable relief or take the Regents' actions set forth in the preceding sentence. (c) If Licensee fails to commence a suit or initiate equitable relief to enforce against such Territory Infringement or to settle or otherwise secure the abatement of such Territory Infringement, in each case, with respect to an applicable Licensor Patent Rights within [***] days after becoming aware of such Territory Infringement, then Licensor may commence a suit or take other action to enforce such Licensor Patent against infringement such Territory Infringement at its own cost and expense. In this case, Licensee will take appropriate reasonable and timely actions to enable Licensor to commence a suit or interference by take the other parties. BMS further acknowledges and agrees that PROGENICS actions set forth in the preceding sentence. (d) As between the Parties, Licensee shall have the right sole right, at [***], to joinenforce against any infringement of a Licensee Patent, including any declaratory judgment, attempt at injunctive or other equitable relief, and shall cooperate with The Regents inopposition, post-grant administrative proceedings, or similar action from a Third Party alleging the invalidity, unenforceability, or non-infringement of any infringement action brought by The Regents of the Licensee Patent. (howevere) Each Party will provide to the enforcing Party reasonable and timely assistance in such enforcement, as between PROGENICS at such enforcing Party’s request and BMSexpense, BMS shall have the right, but not the obligation, including executing all necessary and proper documents and if required to establish and maintain standing to join any such action as a party plaintiff if required by Law to pursue such action, provided that the Party so joined as a party plaintiff shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to such action or by applicable Laws, and the enforcing Party agrees to fully indemnify, defend and hold harmless the other Party from and against all Claims (including reasonable legal fees and expenses) incurred by the other Party relating thereto. Each Party will additionally use Commercially Reasonable Efforts to have joined to such action as a party plaintiff any Third Party whose joinder is required by applicable Law to establish and maintain standing to pursue such action. The enforcing Party will keep the other Party regularly informed of the status and progress of such enforcement efforts, will reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party may obtain separate legal representation in such matter by counsel of its own choice and at its own expense, but such Party will at all times cooperate fully with respect the enforcing Party, subject to any infringement the provisions of the Regents' Patent Rights in the Regents' FieldSection 9.3(f). (c) BMS acknowledges and agrees that, under The Regents/PROGENICS License Agreement, if The Regents elects not to commence suit for infringement of the Regents' Patent Rights within 100 days after PROGENICS's request therefor and if the infringement occurred during the period and in a jurisdiction where the Third Party had allegedly infringed PROGENICS's exclusive rights under The Regents/PROGENICS License Agreement, then PROGENICS may thereafter bring suit in its own name (however, as between PROGENICS and BMS, BMS shall have the right, but not the obligation, to prosecute at its own expense any infringement of the Regents' Patent Rights in the Regents' Field). BMS further acknowledges and agrees that The Regents shall have the right to join, and shall cooperate with PROGENICS in, any infringement action brought by PROGENICS, at The Regents' sole expense. (d) BMS acknowledges and agrees that [XXX] shall be entitled to any recovery in a legal action brought by [XXX] to enforce any Regents Patent Rights, pursuant to The Regents/PROGENICS License Agreement. (e) BMS acknowledges and agrees that any recovery in a legal action brought jointly by The Regents and PROGENICS and fully participated in by both shall [XXX]. (As between BMS and PROGENICS, from the portion allocated to PROGENICS, each of BMS and PROGENICS shall be entitled to reimbursement, pro rata, of expenses incurred by such Party in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.) (f) BMS acknowledges and agrees that, in the event that PROGENICS shall undertake the enforcement of any Regents' Patent Rights by litigation, any recovery of damages by PROGENICS will be applied first toward PROGENICS's unreimbursed expenses and fees relating to such suit. PROGENICS shall pay The Regents a royalty of [XXX] of the remaining balance and shall be entitled to retain the remainder. (As between BMS and PROGENICS, from such remainder, BMS shall be entitled to reimbursement of expenses incurred by BMS in connection with such action, and the balance remaining from such allocation shall be divided as follows: [XXX] to BMS and the remaining [XXX] to PROGENICS.)