Common use of Third Party Infringement Clause in Contracts

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] (or, if applicable, [***]) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before Bayer may take steps to eliminate such Infringement. (c) Bayer shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by Bayer. If Bayer does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day) period, then Bayer shall have an additional [***] days (or in

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Novartis Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering claiming Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer Novartis shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] ]-day (or, if applicable, such [***]-day) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before Bayer Novartis may take steps to eliminate such Infringement. (c) Bayer Novartis shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or claiming Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by BayerNovartis. If Bayer Novartis does not take commercially reasonable steps to eliminate the Infringement within one hundred [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer Novartis has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day ]-day (or, if applicable, such [***] day]-day) period, then Bayer Novartis shall have an additional [***] days (or inin the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before ImmunoGen may take steps to eliminate such Infringement. (d) Neither Party shall settle any Infringement claim or proceeding under this Section 7.4 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Each Party shall have the right to participate, and be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section 7.4 by the other Party. If a Party with the right to initiate legal proceedings under this Section 7.4 to eliminate Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party. (f) In any action, suit or proceeding instituted under this Section 7.4, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party initiating such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. (g) Any amounts recovered by either Party pursuant to Section 7.4 hereof, whether by settlement or judgment, shall be first applied [***], in connection therewith; provided that [***] may cause any such amounts, or proportionate percentages thereof, to be applied [***] to the extent required by the terms of any written agreement with [***]. Any remainder which is allocable to the Licensed Product will be shared as follows: [***] shall be paid an amount equal to [***], and the [***] portion of such recovery which is [***] shall be paid to [***].

Third Party Infringement. (a) If In the event either Party becomes aware of any possible infringement of, or the submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall . ImmunoGenshall have the first right and option, but not the obligation, option to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, including without limitation, limitation attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] [***] [***] ([***]) days from any Infringement Notice (or [***]-[***] ([***]) days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer sanofi-aventis shall have the right and option to do so at its expense, ; provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***]-[***] (or, if applicable, applicable [***]-[***]) period, then ImmunoGen shall have an additional [***] ([***]) days (or in the case of an infringement Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] ([***]) days) to conclude its negotiations before Bayer sanofi-aventis may take steps to eliminate such Infringement. Neither Party shall settle any Infringement claim or proceeding under this Section 6.3.1 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (cb) Bayer Each Party shall have the first right to participate, and optionbe represented by counsel that it selects, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such in any legal proceedings or other action shall be borne by Bayer. If Bayer does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement instituted under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day) period, then Bayer shall have an additional [***] days (or inthis Section 6.3.1

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] (or, if applicable, [***]) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before Bayer may take steps to eliminate such Infringement. (c) Bayer shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by Bayer. If Bayer does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day) period, then Bayer shall have an additional [***] days (or inin the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before ImmunoGen may take steps to eliminate such Infringement. (d) Neither Party shall settle any Infringement claim or proceeding under this Section 7.4 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Each Party shall have the right to participate, and be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section 7.4 by the other Party. If a Party with the right to initiate legal proceedings under this Section 7.4 to eliminate Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party. (f) In any action, suit or proceeding instituted under this Section 7.4, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party initiating such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. (g) Any amounts recovered by either Party pursuant to Section 7.4(b), whether by settlement or judgment, shall be allocated in the following order: (i) first, to [***], then the [***]; (ii) to [***] in reimbursement for [***] associated with Licensed Products and to [***] in reimbursement for [***]; and (iii) any amounts remaining shall be allocated as follows: (A) if ImmunoGen is the Party bringing such suit or proceeding or taking such other legal action, [***] to [***]; (B) if Bayer is the Party bringing such suit or proceeding or taking such other legal action, [***]; and (C) if the suit is brought jointly, [***]. Notwithstanding the foregoing, any such remaining amounts recovered by either Party pursuant to Section 7.4(c), whether by settlement or judgment, shall be allocated in their entirety to [***], provided that if the suit is brought jointly, any such amounts shall be allocated [***].

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Novartis Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering claiming Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer Novartis shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] (or, if applicable, such [***]) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days]) to conclude its negotiations before Bayer Novartis may take steps to eliminate such Infringement. (c) Bayer Novartis shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or claiming Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by BayerNovartis. If Bayer Novartis does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer Novartis has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day]) period, then Bayer Novartis shall have an additional [***] days (or inin the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***]) to conclude its negotiations before ImmunoGen may take steps to eliminate such Infringement. (d) Neither Party shall settle any Infringement claim or proceeding under this Section 7.4 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Each Party shall have the right to participate, and be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section 7.4 by the other Party. If a Party with the right to initiate legal proceedings under this Section 7.4 to eliminate Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party. (f) In any action, suit or proceeding instituted under this Section 7.4, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party initiating such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. (g) Any amounts recovered by either Party pursuant to Section 7.4 hereof, whether by settlement or judgment, shall be first applied [***], in connection therewith; provided that [***] may cause any such amounts, or proportionate percentages thereof, to be applied [***] to the extent required by the terms of any written agreement with [***]. Any remainder which is allocable to the Licensed Product will be shared as follows: [***] shall be paid an amount equal to [***], and the [***] portion of such recovery which is [***] shall be paid to [***].

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Novartis Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering claiming Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer Novartis shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] ]-day (or, if applicable, such [***]-day) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days]) to conclude its negotiations before Bayer Novartis may take steps to eliminate such Infringement. (c) Bayer Novartis shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or claiming Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by BayerNovartis. If Bayer Novartis does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer Novartis has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day ]-day (or, if applicable, such [***] day]-day) period, then Bayer Novartis shall have an additional [***] days (or inin the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***]) to conclude its negotiations before ImmunoGen may take steps to eliminate such Infringement. (d) Neither Party shall settle any Infringement claim or proceeding under this Section 7.4 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Each Party shall have the right to participate, and be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section 7.4 by the other Party. If a Party with the right to initiate legal proceedings under this Section 7.4 to eliminate Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party. (f) In any action, suit or proceeding instituted under this Section 7.4, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party initiating such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. (g) Any amounts recovered by either Party pursuant to Section 7.4 hereof, whether by settlement or judgment, shall be first applied [***], in connection therewith; provided that [***] may cause any such amounts, or proportionate percentages thereof, to be applied [***] to the extent required by the terms of any written agreement with [***]. Any remainder which is allocable to the Licensed Product will be shared as follows: [***] shall be paid an amount equal to [***], and the [***] portion of such recovery which is [***] shall be paid to [***].

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Lilly Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering claiming Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer Lilly shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***]] day) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before Bayer Lilly may take steps to eliminate such Infringement. (c) Bayer Lilly shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer claiming Lilly Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by BayerLilly. If Bayer Lilly does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day) period, then Bayer shall have an additional [***] days (or inImmunoGen

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] (or, if applicable, such [***]) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days]) to conclude its negotiations before Bayer may take steps to eliminate such Infringement. (c) Bayer shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by Bayer. If Bayer does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day]) period, then Bayer shall have an additional [***] days (or inin the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***]) to conclude its negotiations before ImmunoGen may take steps to eliminate such Infringement. (d) Neither Party shall settle any Infringement claim or proceeding under this Section 7.4 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Each Party shall have the right to participate, and be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section 7.4 by the other Party. If a Party with the right to initiate legal proceedings under this Section 7.4 to eliminate Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party. (f) In any action, suit or proceeding instituted under this Section 7.4, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party initiating such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. (g) Any amounts recovered by either Party pursuant to Section 7.4(b), whether by settlement or judgment, shall be allocated in the following order: (i) first, to [***], then the [***]; (ii) to [***] in reimbursement for [***] associated with Licensed Products and to [***] in reimbursement for [***]; and (iii) any amounts remaining shall be allocated as follows: (A) if ImmunoGen is the Party bringing such suit or proceeding or taking such other legal action, [***] to [***]; (B) if Bayer is the Party bringing such suit or proceeding or taking such other legal action, [***]; and (C) if the suit is brought jointly, [***]. Notwithstanding the foregoing, any such remaining amounts recovered by either Party pursuant to Section 7.4(c), whether by settlement or judgment, shall be allocated in their entirety to [***], provided that if the suit is brought jointly, any such amounts shall be allocated [***].

Third Party Infringement. The Parties, understanding that the value of a Licensed Product is related to the exclusivity provided thereto by the [***] Conjugate Patent Rights and the Joint Patent Rights, agree that: (a) If In the event either Party becomes aware of any possible potential infringement in the Field of, or the submission by any Third Party of an abbreviated new drug application NDA under the ▇▇▇▇▇Hatch-▇Waxman Act for any generic approval of a Licensed Product in the Field that is co▇▇▇▇▇ Act that is covered by▇▇, any ▇▇y Licensed Patent Rights, ImmunoGen Patent Rights, [***] Conjugate Patent Rights, Biotest Patent Rights that cover a Licensed Product or any Bayer Improvement Joint Patent Rights (an “Infringement”), that Party shall promptly notify the other Party of such potential Infringement and provide it with all details of such Infringement thereof of which it is aware (each, an “Infringement Notice”). (b) [***] shall have the first right and option, but not the obligation, to (i) eliminate any such Infringement that is covered by the [***] Conjugate Patent Rights and any Joint Patent Rights that contain one or more claims that solely cover any Licensed Product or its manufacture or a method of its delivery or its use and/or (ii) institute any patent infringement lawsuit(s) against a Third Party filing an abbreviated NDA for generic approval of a Licensed Product (for example, a Paragraph IV certification against such a patent listed in the Orange Book) by reasonable steps, which may include, in any case, the institution of legal proceedings or other action. [***] agrees that, consistent with the Parties’ interests hereunder, [***] shall be consulted with respect to decisions related to defense of [***] Conjugate Patent Rights and such Joint Patent Rights. Subject to Section 10.2.1(f), all costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by [***]. If [***] does not take commercially reasonable steps to eliminate the Infringement within [***] [***] Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. [***] ([***]) days from an Infringement Notice or within [***] ([***]) days in the case of a certification against a patent listed in the Orange Book, [***] shall have the right to defend the applicable [***] Conjugate Patent Rights and/or Joint Patent Rights, at its sole cost and expense. (c) ImmunoGen shall have the first right and option, but not the obligation, to eliminate any such Infringement with respect to that is covered by the Licensed Patent Rights (other than and/or any Joint Patent Rights covering Joint Program Technology) that contain one or more claims that cover MAY Compounds in general and/or that cover both a Licensed Products Product and one or more other products Controlled by ImmunoGen by taking reasonable steps, which may include the institution of legal proceedings or other action; provided, that, notwithstanding the foregoing, Biotest agrees to cooperate in good faith with ImmunoGen or any Third Party from which ImmunoGen has licensed ImmunoGen Patent Rights to determine the most reasonable method of eliminating the Infringement in view of the Parties’ respective interests and ImmunoGen’s obligations to such Third Party. All ImmunoGen agrees that, consistent with the Parties’ interests hereunder, Biotest shall be consulted with respect to decisions related to such defense of the Licensed Patent Rights and/or any Joint Patent Rights. Subject to Section 10.2.1(f), all costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] [***] [***] ([***]) days from any Infringement Notice (or [***] ([***]) days in the case of an Infringement under the ▇▇▇▇▇Hatch-▇Waxman Act, e.g., in the case of a certification against a patent listed in the O▇▇▇▇▇ Act▇▇▇▇), then Bayer Biotest shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] (or, if applicable, [***]) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days) to conclude its negotiations before Bayer may take steps to eliminate such Infringement. (cd) Bayer Biotest shall have the first right and option, but not the obligation, to eliminate any such Infringement with respect to that is covered by the Biotest Patent Rights covering Bayer Improvements or Joint Program Technology by taking reasonable steps, which may include the institution of legal proceedings or other action. All Subject to Section 10.2.1(f), all costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by Bayer. If Bayer does Biotest. (e) ImmunoGen shall have the first right and option, but not take commercially reasonable steps the obligation, to eliminate any such Infringement that is covered by the Licensed Patent Rights (to the extent such defense is not covered by Section 10.2.1[d]) and/or the ImmunoGen Patent Rights by taking reasonable steps, which may include the institution of legal proceedings or other action. Subject to Section 10.2.1(f), all costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. (f) Notwithstanding anything to the contrary in this Section 10.2.1, if ImmunoGen has exercised its Co-Development Option with respect to a Licensed Product under Section 5.1.1 of this Agreement, both Biotest and ImmunoGen (in each case directly or through a Third Party partner, as applicable) will be responsible for jointly eliminating any Infringement within of [***] days from any Infringement Notice (Conjugate Patent Rights and/or Joint Patent Rights in the Co-Development Territory by reasonable steps, which may include the institution of legal proceedings or other action, at shared cost. Notwithstanding this joint responsibility, the Parties agree that [***] days shall lead the defense of such potential infringement, with full cooperation and input from [***]. All costs and expenses reasonably incurred by either Party under this subsection (f) shall, to the extent Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. related to the Commercialization of a Co-Developed Product in the case of an Infringement under the ▇▇▇▇▇Co-▇▇▇▇▇▇ Act)Development Territory, then ImmunoGen be deemed to be Commercialization Expenses. (g) Each Party shall have the right to participate, and option be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section by the other Party. If a Party with the right to initiate legal proceedings under this Section to eliminate an Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, then the Party with standing shall initiate such legal proceedings at the request and expense of the other Party. Neither Party shall settle any Infringement claim or proceeding under this Section 10.2.1 without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (h) In any action, suit or proceeding instituted under this Section 10.2.1, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party instituting such action, suit or proceeding, the other Party shall join therein and shall be represented using counsel of its own choice, at the requesting Party’s expense. (i) Any amounts recovered by the Parties pursuant to this Section, provided that whether by settlement or judgment, shall be allocated in the following order: (i) first, to reimburse Biotest and ImmunoGen for their reasonable Out-of-Pocket Costs in making such recovery (which amounts shall be allocated pro rata if Bayer has commenced negotiations with an alleged infringer for elimination insufficient to cover the totality of such expenses); and (ii) then, (A) to the extent the Infringement within relates to a Royalty-Bearing Product in the Royalty-Bearing Territory, to Biotest in reimbursement for lost sales associated with such Royalty-Bearing Products and to ImmunoGen in reimbursement for lost royalties owing hereunder based on such lost sales and (B) to the extent the Infringement relates to a Co-Developed Product in the Co-Development Territory, to the calculation of Net Income with respect to such Co-Developed Product. Any other damages, awards or amounts recovered (including for punitive damages) shall be allocated as follows: (A) if [***] day (oris the Party bringing such suit or proceeding or taking such other legal action, if applicable, such [***] daypercent ([***]%) period, then Bayer shall have an additional to [***] days and [***] percent ([***]%) to [***], (B) if [***] is the Party bringing such suit or inproceeding or taking such other legal action, [***] percent ([***]%) to [***] and (C) if the suit is brought jointly, [***] percent ([***]%) to [***] Party. (j) For purposes of clarity, the Parties acknowledge that this Section concerns enforcement of the various Patent Rights defined in this Agreement, and does not relate to ownership of the various Patent Rights defined in this Agreement, which are recognized to be separate legal issues.

Third Party Infringement. (a) If either Party becomes aware 8.1 In the event that there is infringement on a Substantial Commercial Scale by a third party of any possible infringement of, or submission by any Third Party Valid Claim of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed ArthroCare Patent Rights that cover covering a Licensed Product and licensed to Ethicon hereunder in the Fields of Use in the Territory, Ethicon shall notify ArthroCare in writing to that effect, including with said written notice evidence establishing a prima facie case of infringement by one or any Bayer Improvement (an “Infringement”)more Infringing Product(s) of one or more Valid Claim(s) by such third party. For the purposes of Article 8, that Party Substantial Commercial Scale shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within mean [***] days from any Infringement Notice (or If, prior to the expiration of [***] days in from the case date of an Infringement under said notice, ArthroCare obtains a discontinuance of such infringement or brings suit against the ▇▇▇▇▇-▇▇▇▇▇▇ Act)third party infringer, and diligently prosecutes such suit thereafter, then Bayer [*** ] Ethicon will cooperate with ArthroCare in any such suit and shall have the right to consult with ArthroCare and option to do so be represented by its own counsel at its own expense. ArthroCare and Ethicon shall both have the right to arbitrate, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination under the provisions of such Infringement within such Article 14, any disagreement between the Parties under Article 8, including, but not limited to, any disagreement over [***] From the date one party notifies the other it wishes to commence an arbitration proceeding or mediation under Article 14, until such time as the matter has been finally settled, the running of any time period referred to in Article 8 shall be suspended. 8.2 In the event that the Parties enter into arbitration regarding [***] and in the event that Ethicon should prevail in any such arbitration, ArthroCare [***] However, in the event that the arbitration decision issues within the [***] set forth in Article 8.1 (oras suspended during the pendency of the arbitration), if applicable, ArthroCare [***]) period 8.3 Notwithstanding anything to the contrary in the Agreement, then ImmunoGen shall have an additional if in ArthroCare's reasonable judgement it is necessary [***] days (or in then ArthroCare shall notify Ethicon and ArthroCare shall [***] 8.4 After the case expiration of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, said [***] days) from the date of said notice, if Ethicon and ArthroCare have agreed, or an arbitrator has ruled pursuant to conclude its negotiations before Bayer may take steps to eliminate such Infringement. (c) Bayer shall have the first right and optionArticle 14, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by Bayer. If Bayer does not take commercially reasonable steps to eliminate the Infringement within that [***] days from ] 8.5 Notwithstanding any Infringement Notice (or other provision in this Agreement, ArthroCare shall not be required to [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day) period, then Bayer shall have an additional [***] days (or in]

Third Party Infringement. (a) In General. (i) Notice. If either Party [*****] becomes aware of (A) any possible suspected infringement ofor misappropriation of any Licensed Patent Rights or New Licensed Compound- Specific Patent Rights that Cover the Development or Commercialization of any Licensed Compound or any Licensed Product in the Clementia Field and in the Territory, or (ii) the submission by any Third Party of an abbreviated new drug application NDA under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, for any Licensed Patent Rights that cover a Compound or any Licensed Product or any Bayer Improvement in the Clementia Field (each, an “Infringement”), that Party [*****] shall promptly notify the other Party [*****] and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). The Patent Coordinators shall promptly meet to discuss the Infringement and the strategy for patent enforcement with respect to that Infringement. (bii) ImmunoGen [*****] Right to Enforce. [*****] shall have the first right and optionsole right, but not the obligation, to eliminate address such Infringement with respect to in the Territory that involves such Licensed Patent Rights (other than Rights. [*****] shall have the first right, but not the obligation, to address such Infringement in the Territory that involves such Licensed Patent Rights covering Joint Program Technology) that cover Licensed Products Rights, by taking reasonable steps, which may include the institution of legal proceedings or other action, and to compromise or settle such Infringement (each, an “Infringement Response”); provided, that: (A) [*****] shall keep [*****] fully informed about such Infringement Response and [*****] shall provide all reasonable cooperation to [*****] in connection with such Infringement Response; (B) [*****] shall not take any position with respect to, or compromise or settle, any such Infringement in any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of any Licensed Patent Rights, without the prior consent of [*****], which consent shall not be unreasonably withheld; and (C) if [*****] does not intend to prosecute or defend an Infringement with respect to Licensed Patent Rights, or ceases to diligently pursue an Infringement Response with respect to such an Infringement, it shall promptly inform [*****] in such a manner that such Infringement Response will not be prejudiced and Section 9.2.l(a)(iii) shall apply. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action Infringement Response shall be borne home solely by ImmunoGen[*****]. (iii) [*****] Right to Enforce. If ImmunoGen (A) [*****] informs [*****] that it does not take commercially reasonable steps intend to eliminate the prosecute any Infringement Response with respect to any Licensed Patent Rights, (B) within [***] days from any Infringement Notice (or [***] days in after the case receipt of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination notice of any such Infringement within such [***] (or, if applicableInfringement, [***]**] has not commenced to take any Infringement Response with respect thereto, or (C) period, then ImmunoGen shall have an additional if [*****] days ceases diligently to pursue any such Infringement Response, then, unless with respect to (B) or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act(C) above, [*****] days) provides [*****] with a commercially reasonable justification for its delay of such Infringement Response that will not adversely affect the scope, validity or enforceability of the Licensed Patent Rights subject to conclude its negotiations before Bayer may take steps to eliminate such the Infringement. (c) Bayer , [*****] shall have the first right and optionright, but not the obligationat its own expense, upon notice to eliminate [*****] to take appropriate action to address such Infringement, including by initiating an Infringement Response or taking over prosecution of any legal proceedings initiated by [*****]. In that event, [*****] shall keep [*****] fully informed about such Infringement Response and shall consult with [*****] before taking any major steps during the conduct of that Infringement Response. [*****] shall provide reasonable cooperation to [*****] in connection with that Infringement Response. [*****] shall not take any position with respect to, or compromise or settle, such Infringement in any way that is reasonably likely to directly and adversely affect the scope, validity or enforceability of such Licensed Patent Rights covering Bayer Improvements or Joint Program Technology by reasonable stepswithout [*****] prior written consent, which may include the institution of legal proceedings or other actionconsent shall not be unreasonably withheld. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action Infringement Response shall be borne solely by Bayer. If Bayer does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice **]. (or b) Right to Representation. [*****] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right to participate and option be represented by counsel that it selects, in any Infringement Response with respect to do so at its expense, provided that if Bayer has commenced negotiations with an alleged infringer for elimination of such Infringement within such Licensed Patent Rights instituted under Section 9.2.l(a)(ii) or (iii) by [***] day (or, if applicable, such **]. If [*****] dayunder Section 9.2.1(a) period, then Bayer shall have to eliminate an additional Infringement lacks standing to do so and [*****] days (has standing to initiate such action, then [*****]under Section 9.2.1(a) may name [*****] as plaintiff in such action or inmay require [*****] to initiate such Infringement Response at the expense of [*****].

Third Party Infringement. (a) If either Party becomes aware of any possible infringement of, or submission by any Third Party of an abbreviated new drug application under the ▇▇▇▇▇-▇▇▇▇▇▇ Act that is covered by, any Licensed Patent Rights that cover a Licensed Product or any Bayer Lilly Improvement (an “Infringement”), that Party shall promptly notify the other Party and provide it with all details of such Infringement of which it is aware (each, an “Infringement Notice”). (b) ImmunoGen shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Licensed Patent Rights (other than Patent Rights covering claiming Joint Program Technology) that cover Licensed Products by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by ImmunoGen. If ImmunoGen does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then Bayer Lilly shall have the right and option to do so at its expense, provided that if ImmunoGen has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] (or, if applicable, such [***]) period, then ImmunoGen shall have an additional [***] days (or in the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***] days]) to conclude its negotiations before Bayer Lilly may take steps to eliminate such Infringement. (c) Bayer Lilly shall have the first right and option, but not the obligation, to eliminate such Infringement with respect to Patent Rights covering Bayer claiming Lilly Improvements or Joint Program Technology by reasonable steps, which may include the institution of legal proceedings or other action. All costs, including, without limitation, attorneys’ fees, relating to such legal proceedings or other action shall be borne by BayerLilly. If Bayer Lilly does not take commercially reasonable steps to eliminate the Infringement within [***] days from any Infringement Notice (or [***] days in the case of an Infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act), then ImmunoGen shall have the right and option to do so at its expense, provided that if Bayer Lilly has commenced negotiations with an alleged infringer for elimination of such Infringement within such [***] day (or, if applicable, such [***] day]) period, then Bayer Lilly shall have an additional [***] days (or inin the case of an infringement under the ▇▇▇▇▇-▇▇▇▇▇▇ Act, [***]) to conclude its negotiations before ImmunoGen may take steps to eliminate such Infringement. (d) ImmunoGen shall not consent to the entry of judgment or enter into any settlement with respect to any Infringement claim or proceeding under this Section 7.4 involving Lilly Improvements, Joint Improvements or Joint Program Technology without the prior written consent of Lilly, which consent shall not be unreasonably withheld, conditioned or delayed. Lilly shall not consent to the entry of judgment or enter into any settlement with respect to any Infringement claim or proceeding under this Section 7.4 involving Joint Improvements, Joint Program Technology or any other Licensed Patent Rights without the prior written consent of ImmunoGen, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Each Party shall have the right to participate, and be represented by counsel that it selects, in any legal proceedings or other action instituted under this Section 7.4 by the other Party. If a Party with the right to initiate legal proceedings under this Section 7.4 to eliminate Infringement lacks standing to do so and the other Party has standing to initiate such legal proceedings, such Party with standing shall initiate such legal proceedings at the request and expense of the other Party. (f) In any action, suit or proceeding instituted under this Section 7.4, the Parties shall cooperate with and assist each other in all reasonable respects. Upon the reasonable request of the Party initiating such action, suit or proceeding, the other Party shall join such action, suit or proceeding and shall be represented using counsel of its own choice, at the requesting Party’s expense. (g) Unless otherwise mutually agreed by the Parties, any damages, amounts received in settlement, judgment or other monetary awards recovered by either Party pursuant to Section 7.4(b) or 7.4(c) hereof, whether by settlement or judgment (“Monies”), shall be allocated in the following order: (i) the Monies will be distributed first to [***] for its costs and expenses incurred under Section 7.4(b) 7.4(c) or 7.4(f) hereof, as applicable; (ii) the Monies will then be distributed to [***] for its costs and expenses incurred under Section 7.4(e) hereof; then (iii) to the extent the remaining Monies recovered represent such Third Party’s infringing sales with respect to Licensed Products, (A) ImmunoGen will receive an amount out of such remaining Monies equal to [***], and (B) Lilly will receive the amount of such remaining Monies [***]; or (iv) to the extent the remaining Monies recovered represent [***], the amount of such Monies shall [***] and (A) ImmunoGen will [***], and (B) Lilly will receive the amount of such remaining Monies representing [***]; or (v) to the extent the remaining Monies recovered represent [***], and the applicable decision-making authority in the action, suit or proceeding has not [***], then the Parties shall agree, in good faith, to an allocation of such Monies based on the relevant contributions of [***] and [***]; provided that if the Parties are unable to agree in good faith as to the allocation of such Monies on such basis, then the Parties shall submit such matter for determination to a mutually agreed upon independent patent counsel who (and whose firm) is not at the time of the dispute, was not at any time during the [***] prior to such dispute, performing services for either Party or their respective Affiliates (or, in the case of Lilly, its Sublicensees); provided that the determination of such independent patent counsel shall be final and binding upon the Parties; then (vi) if Lilly is the controlling Party, then Lilly will retain all Monies remaining after [***], including, without limitation, those for [***], which are applicable to the Licensed Products; or (vii) If ImmunoGen is the controlling Party, then ImmunoGen will retain all Monies remaining after the [***], including, without limitation, those [***]