Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give During the other Party written notice (eachTerm, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex ▇▇▇▇▇▇▇ shall have the first initial right, but not at its expense and in its own name (or in the obligationname of TRACON as may be required under Applicable Law), at Pfenex’s sole cost and expense, to take for bringing any action in response to such Infringing Activity and/or to enter into or permit the settlement of any litigation infringement suit or other enforcement action (collectively, an “Enforcement ActionsAction”); provided, that Pfenex shall provide prompt written notice ) on account of any Enforcement Action to Hospira arising from Third Party infringement of any ▇▇▇▇▇▇▇ Program Patent, TRACON Program Patent or Development Program Patent based on any alleged making, using, selling, offering for sale, importing or other exploitation of any product that is competitive with a Licensed Product in the developmentinfringement of any such Patent Rights, manufactureor based on misappropriation of any ▇▇▇▇▇▇▇ Program Know-How, launch, marketing, commercialization and sale of a Competing TRACON Program Know-How or Development Program Know-How providing any Regulatory Exclusivity for any such Licensed Product (each, each a “Competing Product Enforcement ActionInfringement”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permitcounsel of its own choice, and shall take all actions TRACON will cooperate with ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ may reasonably necessary to enable, an [***] Certain information request in this document has been omitted and filed separately connection with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by becoming a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes party to such Party’s or any of Action at ▇▇▇▇▇▇▇’▇ cost, provided that ▇▇▇▇▇▇▇ shall reimburse TRACON for its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs reasonably incurred in connection with rendering such assistance. If ▇▇▇▇▇▇▇ declines to initiate such an Action against any unabated Product Infringement, it shall so notify TRACON, who shall thereafter have the right (but not the obligation), at TRACON’s expense and in its own name, to initiate such Action on account of any Third Party infringement of any TRACON Program Patent, TRACON-Owned Development Program Patent or Joint Development Program Patent by counsel of its choice, and ▇▇▇▇▇▇▇ shall cooperate with TRACON as TRACON may reasonably request, including by becoming a party to such Enforcement action at TRACON’s cost, and TRACON shall reimburse ▇▇▇▇▇▇▇ for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action as incurred; accordinglybrought by a Party under this Section may be entered into without the consent of the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights Controlled by the other Party shall notify the Enforcing and, provided further that any rights granted to a Third Party as whatto continue any activity upon which such Action was based in such settlement, if anyconsent judgment, portion of such costs it intends to fund and it or other disposition shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice limited to the Enforcing Third Party’s product or activity that was the subject of the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party indicating who brought the Action, after reimbursement of each Party’s actual expenses incurred in such Actions as provided hereunder, provided that it does not intend ▇▇▇▇▇▇▇ shall pay to bear any further TRACON: (a) as to damage amounts recovered by ▇▇▇▇▇▇▇ due to a Product Infringement in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such costsProduct Infringement occurred; and (b) as to damage amounts recovered by ▇▇▇▇▇▇▇ due to a Product Infringement other than in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on such damage amounts treated as Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred.

Enforcement Actions. Each Lender agrees that: (a) Each Party shall promptly give Upon the other Party written notice (eachoccurrence of a Senior Lender Default, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party each of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come Agent and, if and to such Party’s the extent permitted by the Term Loans B Intercreditor Agreement, the Term Loans B Agent may, at its option, take any action to accelerate payment of its applicable Senior Lender Claim and to foreclose, realize upon or exercise any legal remedy to enforce any of its Affiliates’ attentionrights or remedies with respect to the Loan Parties and the Limited Partners, as well as including, but not limited to, the identity Collateral, without the consent of the Junior Lenders; provided, however, the Agent and the Term Loans B Agent shall use its reasonable efforts to provide notice to the Junior Lenders of any such action taken by the Agent or the Term Loans B Agent, respectively, but the failure to do so shall not affect the validity of such Third Party and notice, or create a cause of action against the party failing to give such notice, or create any evidence claim or right on behalf of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to providethird party. (b) Pfenex The Junior Lenders shall have not take any Enforcement Action; provided, however, (i) the first right, but not Junior Lenders may take equitable actions (which in no instance shall include claiming any monetary damages or accelerating the obligation, at Pfenex’s sole cost date upon which the Junior Lenders are entitled to put the Warrant or Warrant Securities under the Junior Lender Loan Agreement or otherwise accelerate any of the obligations under the Junior Lender Loan Documents) for specific performance with respect to an event of default under the Junior Lender Loan Documents so long as prior written notice is provided by the Junior Lenders to the Agent and expense, the Term Loans B Agent of the Junior Lenders’ intention to take any such equitable action and (ii) the Junior Lenders may take an Enforcement Action under any Put Note (if any such Put Note is outstanding) with respect to an event of default under such Put Note upon the earliest to occur of the following dates: (A) the Senior Lender Claim shall have been fully, finally and indefeasibly paid in response cash and all financing arrangements and commitments in connection therewith between the Loan Parties and the Agent and the Banks have been terminated, (B) payment of the entirety of the Senior Lender Claim has been accelerated, (C) the date that is three hundred sixty (360) days after written notice is provided by the Junior Lenders to the Agent and the Term Loans B Agent of the occurrence of such Infringing Activity and/or to enter into event of default under the Junior Lender Loan Documents, provided that such event of default shall have continued uncured and unwaived for such period by the Junior Lenders, or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)D) an Insolvency Proceeding shall have commenced; provided, however, that Pfenex nothing in this Section shall provide prompt written notice permit the Junior Lenders to receive or collect any payment on, or the exercise of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested other right or remedy with respect to to, the omitted portions. Enforcement Action to be brought Junior Lender Claim in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to violation of any judgment with respect to any Enforcement Action without the prior written consent other provision of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settleincluding, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheldlimitation, delayed or conditioned)Sections 2.02 and 2.14 hereof. (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject Notwithstanding anything herein to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to contrary, no provision herein shall prevent the Junior Lenders from taking any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and action to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without prevent the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, running of any facility owned, operated applicable statute of limitation or controlled by similar restriction on claims or from declaring an event of default or imposing any default rate of interest provided for under the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expensesJunior Lender Loan Documents. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party Upon payment by ▇▇▇▇▇▇▇ of [*], in each case, under Section 8.2, ▇▇▇▇▇▇▇ shall promptly give have the initial right, at its expense and in its own name (or in the name of Geron as may be required under Applicable Law), for bringing any infringement suit or other Party written notice (each, an “IP Assertion Notice”) enforcement Action on account of any actual or suspected infringementsThird Party infringement of any Exhibit B Licensed Patent Rights based on any alleged making, misappropriations using, selling, offering for sale, importing, or other violations exploitation of any ▇▇▇▇▇▇▇ Product in infringement of [*] = Certain confidential information contained in this document, marked by a Third Party brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Pfenex Technology Securities Act of 1933, as amended. any such Exhibit B Licensed Patent Rights (excluding Joint Patents) (each a “Infringing Activity▇▇▇▇▇▇▇ Product Infringement”) that come ), by counsel of its own choice, and Geron will cooperate with ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ may reasonably request in connection with any such Action, including by becoming a party to such Partyaction at ▇▇▇▇▇▇▇’▇ cost, provided that ▇▇▇▇▇▇▇ shall reimburse Geron for its out of pocket costs reasonably incurred in connection with rendering such assistance. If ▇▇▇▇▇▇▇ declines to initiate such an enforcement Action against any unabated ▇▇▇▇▇▇▇ Product Infringement it shall notify Geron, who shall thereafter have the right (but not the obligation) at Geron’s or any expense and in its own name, to initiate such Action by counsel of its Affiliates’ attentionchoice, and ▇▇▇▇▇▇▇ shall cooperate with Geron as well as the identity Geron may reasonably request, including by becoming a party to such action at Geron’s cost, and Geron shall reimburse ▇▇▇▇▇▇▇ for its out of pocket costs reasonably incurred in connection with rendering such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provideassistance. (b) Pfenex Prior to the payment by ▇▇▇▇▇▇▇ of either [*], in each case, under Section 8.2, in the event of a ▇▇▇▇▇▇▇ Product Infringement, Geron shall have the first rightright to initiate an enforcement Action against such ▇▇▇▇▇▇▇ Product Infringement, by counsel of its own choice, and ▇▇▇▇▇▇▇ will cooperate with Geron as Geron may reasonably request in connection with any such Action, including by becoming a party to such action at Geron’s cost, provided that Geron shall reimburse ▇▇▇▇▇▇▇ for its out of pocket costs reasonably incurred in connection with rendering such assistance. However, if Geron does not wish to initiate such Action, it shall timely notify ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ shall thereafter have the right (but not the obligation, ) at Pfenex’s sole cost and ▇▇▇▇▇▇▇’▇ expense, to take any action in response initiate such Action by counsel of its choice, and Geron shall cooperate with ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ may reasonably request, including by becoming a party to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permitat ▇▇▇▇▇▇▇’▇ cost, and ▇▇▇▇▇▇▇ shall take all actions reimburse Geron for its out of pocket costs reasonably necessary to enable, an [***] Certain information incurred in this document has been omitted and filed separately connection with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of rendering such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned)assistance. (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any A settlement or consent to any judgment with respect to any such Competing Product Enforcement or other voluntary final disposition of an Action brought by a Party under this Section 10.4.2 may be entered into without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Exhibit B Licensed Patent Rights, and provided further that any rights granted to a Third Party (to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the “Cooperating Third Party”) shall, at ’s product or activity that was the reasonable request subject of the Party initiating such Enforcement Action, cooperate . Damages recovered and provide reasonable assistance any other amounts awarded in any Actions for ▇▇▇▇▇▇▇ Product Infringement under this Section shall be allocated to the Party prosecuting who brought the Enforcement Action, including (i) providing the prosecuting Party after reimbursement of each Party’s actual expenses incurred in such Actions as provided hereunder, provided that ▇▇▇▇▇▇▇ shall owe Geron royalties as determined in accordance with documents (whether in written, electronic or other form) related Section 8.3 based on damage amounts recovered by ▇▇▇▇▇▇▇ due to the Pfenex Technology, ▇▇▇▇▇▇▇ Product Infringement (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist such as in the preparation form of evidence, provide written evidence, appear as witnesses in court and assist in other ways that lost profits or reasonable royalties assessed on account of the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any sales of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss infringing product), after reimbursement of costs incurred in such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Alvogen shall have the first right, but not the obligation, at its sole cost and expense, to take any action in response to Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of such Enforcement Action; provided that Alvogen shall provide prompt written notice of any Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement) to review and comment on such Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Enforcement Action. If required by Applicable Law and to the extent Alvogen does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent Pfenex). Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Pfenex, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Alvogen shall not have the right to initiate an Enforcement Action if Pfenex has provided notice to Alvogen specifying that, in Pfenex’s reasonable opinion (based on advice of patent counsel), (i) the initiation of such Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates or the Pfenex Technology. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit bring the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)Action; provided, provided that Pfenex shall provide prompt written notice of any such Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)Alvogen, permit Hospira Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira Alvogen in relation to such Competing Product Enforcement Action. If In such case and if required by Applicable Law and to the extent Pfenex does not have standing, Hospira Alvogen shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise not enter into any settlement or consent to [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. any judgment with respect to any such Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; providedAlvogen, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex NRx Technology, NDA Technology (excluding Joint Patents) or any Patents claiming Product Inventions in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex Alvogen shall have the first right, but not the obligation, at Pfenex’s its sole cost and expense, subject to Section 6.5(e), to take any action in response to such Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Field in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of any litigation or other enforcement action (collectively, “such Enforcement Actions”)Action; provided, provided that Pfenex Alvogen shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)NRx, permit Hospira NRx (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira NRx in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex Alvogen does not have standing, Hospira NRx shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information Enforcement Action to be brought in this document has been omitted its name and, subject to the provisions of the Glytech License Agreement and the ▇▇▇▇▇▇ License Agreement, as applicable, in the name of Glytech and/or ▇▇▇▇▇▇, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent NRx, Glytech and/or ▇▇▇▇▇▇, each as applicable). Alvogen may not enter into any settlement or consent to any judgment with respect to any Enforcement Action without the prior written consent of NRx, such consent not to be unreasonably withheld, conditioned or delayed. Alvogen shall provide NRx with drafts of all material papers to be filed separately with the Securities court and Exchange Commissionshall consider in good faith all reasonable comments thereto timely provided by NRx before filing such papers. Confidential treatment NRx shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, NRx shall have the right, but not the obligation, at NRx’s sole cost and expense, to bring the Enforcement Action and, if NRx has been requested not commenced negotiations with the infringer for the discontinuance of said Infringing Activity within ninety (90) days after becoming aware of such infringement, subject to the provisions of the ▇▇▇▇▇▇ License Agreement, if such Enforcement Action is with respect to the omitted portions▇▇▇▇▇▇ Technology, ▇▇▇▇▇▇ shall have the right, but not the obligation, at NRx’s sole cost and expense, to bring the Enforcement Action; provided that NRx shall provide prompt written notice of any such Enforcement Action to Alvogen, permit Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Enforcement Action and give reasonable consideration to any comments made by ▇▇▇▇▇▇▇ in relation to such Enforcement Action. In such case and if required by Applicable Law and to the extent NRx does not have standing, Alvogen shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at PfenexAlvogen’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira NRx may not enter into any settlement or consent to any judgment with respect to to, any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). NRx shall provide ▇▇▇▇▇▇▇ with drafts of all material papers to be filed with the court and shall consider in good faith all reasonable comments thereto timely provided by ▇▇▇▇▇▇▇ before filing such papers. Alvogen shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense. (d) In any Enforcement Action instituted by either Pfenex NRx or Hospira Alvogen to enforce the Pfenex NRx Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyNRx Technology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex NRx Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of If any actual or suspected infringements, misappropriations Enforcement Action or other violations by Action is brought as a Third Party consequence of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee a Paragraph IV filing, Alvogen shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs management of such Enforcement Action as incurredor other Action and associated expenses, costs and attorneys’ fees will be shared in accordance with each Party’s Pro-Rata Portion; accordinglyprovided, the other Party however, that NRx shall notify the Enforcing Party as what, if any, portion not be required to pay its share of such fees, costs it intends and expenses to fund and it shall be responsible for such portion unless the other Party provides sixty Alvogen until NRx has received an aggregate amount of [*] Dollars (60$[*]) days’ prior written notice under this Agreement, subject to the Enforcing Party indicating that it does not intend ▇▇▇▇▇▇▇’s right to bear any further set-off against NRx’s share of such costsfees, costs and expenses pursuant to ‎Section 4.11. For clarity, NRx shall reimburse 100% of its share of such fees, costs and expenses even though its obligation to make such payment is delayed until it has received an aggregate amount of [*] Dollars ($[*]) under this Agreement.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or and to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, provided that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira NT Pharma arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product in the Territory (each, a “Competing Product Enforcement Action”), permit Hospira NT Pharma (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira NT Pharma in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira NT Pharma shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira NT Pharma, on fifteen (15) Business Days’ notice to HospiraNT Pharma; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira NT Pharma determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this AgreementNT Pharma in the Territory, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira NT Pharma (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Infringement Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira NT Pharma specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira NT Pharma shall have the right, but not the obligation, at HospiraNT Pharma’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, provided that Hospira NT Pharma shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined belowAgreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira NT Pharma does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an a Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at HospiraNT Pharma’s sole cost and expense. Hospira NT Pharma may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (d) In any Enforcement Action instituted by either Pfenex or NT Pharma to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action (the “Enforcing Party”), cooperate and provide reasonable assistance to the Enforcing Party, including (i) providing the Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex Technology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, and (iii) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the Enforcing Party reasonably requests. requesting To the extent that the cooperation or assistance requested results in costs being incurred by the Cooperating Party, then the Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costsexpenses.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (eachFor as long as ▇▇▇▇▇▇▇ has license rights to Commercialize Licensed Products under Section 2.1.2, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex ▇▇▇▇▇▇▇ shall have the first initial right, at its expense and in its own name (or in the name of Geron as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Geron Product Patent Rights and/or Development Program Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other exploitation of any Active Substance or Licensed Product in infringement of any such Patent Rights, or misappropriation of any Geron Product Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any Active Substance or Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Geron will cooperate with ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ may reasonably request in connection with any such Action, including by becoming a party to such action at ▇▇▇▇▇▇▇’▇ cost, provided that ▇▇▇▇▇▇▇ shall reimburse Geron for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If ▇▇▇▇▇▇▇ declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Geron, who shall thereafter have the right (but not the obligation, ) at PfenexGeron’s sole cost expense and expensein its own name, to take any action in response initiate such Action by counsel of its choice, and ▇▇▇▇▇▇▇ shall cooperate with Geron as Geron may reasonably request, including by becoming a party to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permitat Geron’s cost, and Geron shall take all actions reimburse ▇▇▇▇▇▇▇ for its Out-of-Pocket Costs reasonably necessary to enable, an [***] Certain information incurred in this document has been omitted and filed separately connection with the Securities and Exchange Commissionrendering such assistance. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any A settlement or consent to any judgment with respect to any such Competing Product Enforcement or other voluntary final disposition of an Action brought by a Party under this Section may be entered into without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and provided further that any rights granted to a Third Party (to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the “Cooperating Third Party”) shall, at ’s product or activity that was the reasonable request subject of the Party initiating such Enforcement Action, cooperate . Damages recovered and provide reasonable assistance any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party prosecuting who brought the Enforcement Action, including (i) providing the prosecuting Party after reimbursement of each Party’s actual expenses incurred in such Actions as provided hereunder, provided that ▇▇▇▇▇▇▇ shall owe Geron royalties as determined in accordance with documents (whether in written, electronic or other form) related Section 8.3 based on damage amounts recovered by ▇▇▇▇▇▇▇ due to the Pfenex Technology, Product Infringement (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist such as in the preparation form of evidence, provide written evidence, appear as witnesses in court and assist in other ways that lost profits or reasonable royalties assessed on account of the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any sales of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss infringing product), after reimbursement of costs incurred in such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Alvogen shall have the first right, but not the obligation, at its sole cost and expense, to take any action in response to Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of such Enforcement Action; provided that Alvogen shall provide prompt written notice of any Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement) to review and comment on such Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Enforcement Action. If required by Applicable Law and to the extent Alvogen does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent Pfenex). Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Pfenex, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Alvogen shall not have the right to initiate an Enforcement Action if Pfenex has provided notice to Alvogen specifying that, in Pfenex’s reasonable opinion (based on advice of patent counsel), (i) the initiation of such Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates or the Pfenex Technology. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit bring the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)Action; provided, provided that Pfenex shall provide prompt written notice of any such Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Alvogen, permit Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Enforcement Action and give reasonable consideration to any comments made by Alvogen in relation to such Enforcement Action. In such case and if required by Applicable Law and to the extent Pfenex does not have standing, Alvogen shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at PfenexAlvogen’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Alvogen shall have the first right, but not the obligation, at its sole cost and expense, to take any action in response to Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of such Enforcement Action; provided that Alvogen shall provide prompt written notice of any Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement) to review and comment on such Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Enforcement Action. If required by Applicable Law and to the extent Alvogen does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Enforcement Action to be brought in its name, including being joined as a necessary party, at Alvogen’s sole cost and expense (other than any counsel selected separately to represent Pfenex). Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Pfenex, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Alvogen shall not have the right to initiate an Enforcement Action if Pfenex has provided notice to Alvogen stating that, Pfenex has been advised by reputable US or UK patent counsel), (i) the initiation of such Enforcement Action would on balance of probabilities invalidate or materially narrow the claims of any Pfenex Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates ability to enforce its Intellectual Property, Trademarks or the Pfenex Technology; and if possible will share such advice under a Common Interest Agreement. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit bring the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”)Action; provided, provided that Pfenex shall provide prompt written notice of any such Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)Alvogen, permit Hospira Alvogen (subject to the Common Interest Agreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira Alvogen in relation to such Competing Product Enforcement Action. If In such case and if required by Applicable Law and to the extent Pfenex does not have standing, Hospira Alvogen shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party As between the Parties, during the Term, GSK shall promptly give have the other Party written notice initial right, at its expense and in its own name (eachor in the name of Arrowhead as may be required under Applicable Law), an “IP Assertion Notice”) of to bring any actual or suspected infringements, misappropriations infringement suit or other violations enforcement Action involving (i) any alleged infringement by a Third Party of the Pfenex Technology (excluding A) any Specific Arrowhead Patent Rights, or (B) any Joint PatentsAgreement Patent Rights, or (ii) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such alleged misappropriation by a Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex shall have the first right, but not the obligation, at Pfenex’s sole cost and expense, to take any action in response to such Infringing Activity and/or to enter into or permit the settlement of any litigation Arrowhead Know-How or other enforcement action Joint Agreement Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product in the Territory, (collectively, “Enforcement Actions”each ((i) or (ii); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each), a “Competing Product Enforcement ActionInfringement”), permit Hospira (subject to the Common Interest Agreement) to review and comment on in each case, by counsel of its own choice. Arrowhead will cooperate with GSK as GSK may reasonably request in connection with any such Competing Product Enforcement Action and give reasonable consideration to any comments made initiated under this Section 8.4.2(a), including by Hospira in relation becoming a party to such Competing Product Enforcement Actionaction at GSK’s cost; provided that GSK shall reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If required by Applicable Law and GSK declines to the extent Pfenex does not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, initiate such an enforcement Action against any unabated Product Infringement within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as ]Business Days of receiving a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior Infringement, including pursuant to Section 8.4.1, GSK shall notify Arrowhead, in which case, subject to discussion with GSK and consideration in good faith of any rationale provided by GSK as to why GSK elected not to take such action and GSK’s written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld), delayed Arrowhead shall thereafter have the right (but not the obligation) at Arrowhead’s expense and in its own name, to initiate such Action by counsel of its choice, and GSK shall cooperate with Arrowhead as Arrowhead may reasonably request, including by becoming a party to such action at Arrowhead’s cost, and Arrowhead shall reimburse GSK for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. (b) As between the Parties, during the Term, Arrowhead shall have the initial right, at its expense and in its own name, to bring any infringement suit or conditioned)other enforcement Action on account of any alleged infringement by a Third (c) A settlement or consent judgment or other voluntary final disposition of an Action brought by a Party under this Section 8.4.2 may be entered into without the consent of the other Party; provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party; provided, further, that any rights granted to a Third Party to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the Third Party’s product or activity that was the subject of the Action. (d) In Damages recovered and any Enforcement Action instituted other amounts awarded in any Actions brought by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other a Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including under this Section 8.4.2 shall be (i) providing the prosecuting Party with documents (whether in writtenfirst, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the allocated [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; providedthereafter, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs].

Enforcement Actions. (a) Each Party shall promptly give Sanofi 1st Right COVID-19 Patents. As between the other Party written notice (eachParties, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex Sanofi shall have the first right, but not the obligation, at Pfenex’s sole cost and expensein its own name (or in the name of Novavax, to take any action in response the extent required by Applicable Law), (i) to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of bring and control any Enforcement Action to Hospira arising from enforce any Sanofi 1st Right COVID-19 Patent against any Infringement in the developmentTerritory (a “COVID-19 Product Competitive Infringement”), manufactureand (ii) to defend against any Invalidity Action brought against any Sanofi 1st Right COVID- 19 Patent in the Territory in response to a COVID-19 Product Competitive Infringement, launchin each case ((i) – (ii)), marketingas it reasonably determines appropriate, commercialization and sale using counsel of a Competing Product its own choice (eachany such Enforcement Action or defense against an Invalidity Action, a “Competing Product COVID-19 Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product . If Sanofi does not institute a COVID-19 Enforcement Action and give reasonable consideration other than for a strategic business reason intended to benefit a Licensed COVID-19 Product (excluding where such reason is primarily for the purpose of benefitting any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does product that is not have standing, Hospira shall permit, and shall take all actions reasonably necessary to enable, an a Licensed COVID-19 Product) within [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect after a Party delivers an Infringement Notice to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment other Party with respect to such Competing Product Enforcement Infringement or Invalidity Action without the prior written consent of Hospira (which consent shall not be unreasonably withheldor, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliatesif earlier, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement Action, cooperate and provide reasonable assistance to the Party prosecuting the Enforcement Action, including (i) providing the prosecuting Party with documents (whether in written, electronic or other form) related to the Pfenex Technology, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested prior to any final deadline for instituting a COVID-19 Enforcement Action before relinquishing any legal or equitable rights, defenses, or remedies with respect thereto that would otherwise be available, and Sanofi in its reasonable business judgment does not believe that a COVID-19 Enforcement Action would be detrimental to a Sanofi 1st Right COVID-19 Patent or the omitted portions. requesting Party commercial success of the Licensed COVID-19 Products as a whole, then Sanofi will promptly notify Novavax, and Novavax may, upon written notice to Sanofi, which shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex delivered within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] after receiving ▇▇▇▇▇▇’s notice of the outnon-of-pocket costs of such enforcement, institute a COVID-19 Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion in its own name using counsel of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costsits choice.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (each, an “IP Assertion Infringement Notice”) of any actual or suspected infringementsinfringement, misappropriations misappropriation or other violations violation by a Third Party of the Pfenex Technology (excluding Joint Patents) in the Territory (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex Alvogen shall have the first right, but not the obligation, at Pfenex’s its sole cost and expense, to take any action in response to such Infringing Activity arising from the development, manufacture and/or Commercialization of a Competing Product in the Territory (each, an “Enforcement Action”) and to enter into or permit the settlement of any litigation or other enforcement action (collectively, “such Enforcement Actions”)Action; provided, provided that Pfenex Alvogen shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”)Pfenex, permit Hospira Pfenex (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira Pfenex in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex Alvogen does not have standing, Hospira Pfenex shall permit, and shall take all actions reasonably necessary to enable, an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at PfenexAlvogen’s sole cost and expenseexpense (other than any counsel selected separately to represent Pfenex). Pfenex Alvogen may not settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice Pfenex, not to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed conditioned or conditioned). (c) If Pfenex does delayed. Notwithstanding the foregoing, Alvogen shall not institute a Competing Product have the right to initiate an Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and if Pfenex has not provided notice to Hospira Alvogen specifying that that, in Pfenex’s reasonable opinion (based on advice of patent counsel), (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents Patent and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, Affiliates or the Pfenex Technology. (c) If Alvogen does not institute an Enforcement Action against the Infringing Activity within three (3) months from the date of the Infringement Notice, Hospira Pfenex shall have the [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. right, but not the obligation, at HospiraPfenex’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, provided that Hospira Pfenex shall provide prompt written notice of any such Competing Product Enforcement Action to PfenexAlvogen, permit Pfenex Alvogen (subject to the Common Interest Agreement defined belowAgreement) to review and comment on strategic decisions and material pleadings and communications regarding such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex Alvogen in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira Pfenex does not have standing, Pfenex Alvogen shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at HospiraAlvogen’s sole cost and expense. Hospira Pfenex may not enter into any settlement or consent to any judgment with respect to any such Competing Product Enforcement Action without the prior written consent of Pfenex (Alvogen, not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira Alvogen to enforce the Pfenex Technology as provided herein above, the other Party (the “Cooperating Party”) shall, at the reasonable request of the Party initiating such Enforcement ActionAction (the “Enforcing Party”), cooperate and provide reasonable assistance to the Party prosecuting the Enforcement ActionEnforcing Party, including (i) providing the prosecuting Enforcing Party with documents (whether in written, electronic or other form) related to the Pfenex TechnologyTechnology in the Territory, (ii) identifying and describing any Intellectual Property that has been incorporated into the Pfenex Technology in the Territory by the Cooperating Party, (iii) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party in the Territory, and (iv) identifying and providing witnesses who will assist in the preparation of evidence, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Enforcing Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. requesting Enforcing Party shall be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes to such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement of the Party) the Party to be responsible for controlling such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costs.

Enforcement Actions. (a) Each Party shall promptly give the other Party written notice (eachFor as long as ▇▇▇▇▇▇▇ has license rights to Commercialize Licensed Products, an “IP Assertion Notice”) of any actual or suspected infringements, misappropriations or other violations by a Third Party of the Pfenex Technology (excluding Joint Patents) (“Infringing Activity”) that come to such Party’s or any of its Affiliates’ attention, as well as the identity of such Third Party and any evidence of such Infringing Activity within such Party’s or any of its Affiliates’ custody or control that such Party or any of its Affiliates is reasonably able to provide. (b) Pfenex ▇▇▇▇▇▇▇ shall have the first initial right, at its expense and in its own name (or in the name of Achillion as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Achillion Background Patent Rights and/or Development Program Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other exploitation of any product that is competitive with a Licensed Product in infringement of any such Patent Rights, or based on misappropriation of any Achillion Background Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any such Licensed Product, (each a “Product Infringement”), by counsel of its own choice, and Achillion will cooperate with ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ may reasonably request in connection with any such Action, including by becoming a party to such action at ▇▇▇▇▇▇▇’▇ cost, provided that ▇▇▇▇▇▇▇ shall reimburse Achillion for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If ▇▇▇▇▇▇▇ declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Achillion, who shall thereafter have the right (but not the obligation, ) at PfenexAchillion’s sole cost expense and expensein its own name, to take any action in response initiate such Action by counsel of its choice, and ▇▇▇▇▇▇▇ shall cooperate with Achillion as Achillion may reasonably request, including by becoming a party to such Infringing Activity and/or to enter into or permit the settlement of any litigation or other enforcement action (collectively, “Enforcement Actions”); provided, that Pfenex shall provide prompt written notice of any Enforcement Action to Hospira arising from the development, manufacture, launch, marketing, commercialization and sale of a Competing Product (each, a “Competing Product Enforcement Action”), permit Hospira (subject to the Common Interest Agreement) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Hospira in relation to such Competing Product Enforcement Action. If required by Applicable Law and to the extent Pfenex does not have standing, Hospira shall permitat Achillion’s cost, and Achillion shall take all actions reimburse ▇▇▇▇▇▇▇ for its Out-of-Pocket Costs reasonably necessary to enable, an [***] Certain information incurred in this document has been omitted and filed separately connection with the Securities and Exchange Commissionrendering such assistance. Confidential treatment has been requested with respect to the omitted portions. Enforcement Action to be brought in its name, including being joined as a necessary party, at Pfenex’s sole cost and expense. Pfenex may settle, compromise or consent to any judgment with respect to any Enforcement Action without the prior written consent of Hospira on fifteen (15) Business Days’ notice to Hospira; provided, that if, prior to the expiration of such fifteen (15) Business Day period, Hospira determines, and advises Pfenex of such determination in writing, that a settlement, compromise or consent to judgment with respect to a Competing Product Enforcement Action would likely have a material adverse impact on Hospira, or its Affiliate or their rights or reduce Pfenex’s obligations under this Agreement, then Pfenex shall not settle, compromise or consent to any judgment with respect to such Competing Product Enforcement Action without the prior written consent of Hospira (which consent shall not be unreasonably withheld, delayed or conditioned). (c) If Pfenex does not institute a Competing Product Enforcement Action against the Infringing Activity involving the Pfenex Technology within one (1) month from the date of the IP Assertion Notice or such shorter period as is reasonably necessary for Hospira to take action necessary to bring such Competing Product Enforcement Action and Pfenex has not provided notice to Hospira specifying that (i) the initiation of such Competing Product Enforcement Action is likely to invalidate or narrow the claims of any Pfenex Patents and (ii) such invalidation or narrowing would likely have a material adverse impact on Pfenex or its Affiliates, or the Pfenex Technology, Hospira shall have the right, but not the obligation, at Hospira’s sole cost and expense, to bring the Competing Product Enforcement Action; provided, that Hospira shall provide prompt written notice of any such Competing Product Enforcement Action to Pfenex, permit Pfenex (subject to the Common Interest Agreement defined below) to review and comment on such Competing Product Enforcement Action and give reasonable consideration to any comments made by Pfenex in relation to such Competing Product Enforcement Action. In such case and if required by Applicable Law and to the extent Hospira does not have standing, Pfenex shall permit, and shall take all actions reasonably necessary to enable, an Competing Product Enforcement Action to be brought in its name, including being joined as a necessary party, at Hospira’s sole cost and expense. Hospira may not enter into any A settlement or consent to any judgment with respect to any such Competing Product Enforcement or other voluntary final disposition of an Action brought by a Party under this Section may be entered into without the prior written consent of Pfenex (not to be unreasonably withheld, delayed or conditioned). (d) In any Enforcement Action instituted by either Pfenex or Hospira to enforce the Pfenex Technology as provided herein above, the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and provided further that any rights granted to a Third Party (to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the “Cooperating Third Party”) shall, at ’s product or activity that was the reasonable request subject of the Party initiating such Enforcement Action, cooperate . Damages recovered and provide reasonable assistance any other amounts awarded in any Actions for Product Infringement under this Section 10.4.2 shall be allocated to the Party prosecuting who brought the Enforcement Action, including after reimbursement of each Party’s actual expenses incurred in such Actions as provided hereunder, provided that ▇▇▇▇▇▇▇ shall owe Achillion (ia) providing the prosecuting Party with documents (whether in written, electronic or other form) related as to damage amounts recovered by ▇▇▇▇▇▇▇ due to the Pfenex TechnologyProduct Infringement in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, (iian amount equal to the royalty that would be payable pursuant to Section 8.4 on the imputed amount of Net Sales of the relevant Licensed Product(s) identifying and describing any Intellectual Property that has been incorporated into in the Pfenex Technology by the Cooperating Party, (iiicountry(ies) allowing inspection, whether court-ordered or otherwise, of any facility owned, operated or controlled by the Cooperating Party where such Product Infringement occurred and (ivb) identifying and providing witnesses who will assist as to damage amounts recovered by ▇▇▇▇▇▇▇ due to the Product Infringement other than in the preparation form of evidencelost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, provide written evidence, appear as witnesses in court and assist in other ways that the prosecuting Party reasonably requests. To the extent that the cooperation or assistance requested results in external costs being incurred by the Cooperating Party, then the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect an amount equal to the omitted portions. requesting Party shall royalty that would be responsible for the payment of all reasonably incurred external expenses. (e) Each Party shall promptly give the other Party written notice of any actual or suspected infringements, misappropriations or other violations by a Third Party of any Joint Patent (“Competing Infringing Activities”) that comes payable pursuant to Section 8.4 on such Party’s or any of its Affiliates’ attention. The Executive Steering Committee shall (i) promptly discuss such Competing Infringing Activities and the strategy for enforcing the Joint Patents, and (ii) designate (with the agreement damage amounts treated as Net Sales of the Partyrelevant Licensed Product(s) in the Party to be responsible for controlling country(ies) where such Enforcement Action with respect to the Joint Patents; provided, that unless otherwise agreed with respect to such Competing Infringing Activities, Hospira shall be the controlling Party unless it notifies Pfenex within thirty (30) days of notice of the applicable Competing Infringing Activities or such shorter period as is reasonably necessary for Hospira to take actions necessary to bring such Enforcement Action (the Party controlling such Enforcement Action, the “Enforcing Party”). The other Party shall have the right to fund up to [***] of the out-of-pocket costs of such Enforcement Action as incurred; accordingly, the other Party shall notify the Enforcing Party as what, if any, portion of such costs it intends to fund and it shall be responsible for such portion unless the other Party provides sixty (60) days’ prior written notice to the Enforcing Party indicating that it does not intend to bear any further of such costsProduct Infringement occurred.