Common use of Enforcement of Intellectual Property Rights Clause in Contracts

Enforcement of Intellectual Property Rights. Spruce or any of its Related Parties shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce or any of its Related Parties does not undertake efforts to xxxxx such violation of intellectual property rights, including commencement of a lawsuit against the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly shall consult in advance with Spruce regarding such action. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Products. All amounts recovered from enforcement of any such rights by an enforcing Party relating to such intellectual property licensed under this Agreement shall be first used to [***], and any remainder of such recovery shall be [***]. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5.

Enforcement of Intellectual Property Rights. Spruce The sole owner or any of its Related Parties Party Controlling a Patent, Know-How or Confidential Information shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating a Licensed Patent or Licensed such Know-How or Lilly’s Confidential Information covering Licensed Compounds in the Territory; provided, however, that with respect to any such infringement or Licensed Productsviolation of any Patent included in the Xxxxxxxxx Patents or Jointly Owned Patents, Xxxxxxxxx shall have the obligation, at its cost, to enforce such Patent and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewithdirect such legal proceedings. If Spruce or any of its Related Parties Xxxxxxxxx does not undertake efforts to xxxxx such violation of intellectual property rightsrights of Xxxxxxxxx Patents or Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, that Lilly shall consult in advance with Spruce Xxxxxxxxx regarding such actionaction and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheld. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed ProductsTerritory. All amounts recovered from enforcement of any such rights by an enforcing either Party relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]. The Parties shall keep each other informed split in a manner consistent with the economic interests and lost profits of the status of and of their respective activities regarding any enforcement action pursuant Parties under the Agreement as agreed to this Article 8.5by the Parties.

Enforcement of Intellectual Property Rights. Spruce The sole owner or any of its Related Parties Party Controlling a Patent, Know-How or Confidential Information shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating a Licensed Patent or Licensed such Know-How or Lilly’s Confidential Information covering Licensed Compounds in the Territory; provided, however, that with respect to any such [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. infringement or Licensed Productsviolation of any Patent included in the Xxxxxxxxx Patents or Jointly Owned Patents, Xxxxxxxxx shall have the obligation, at its cost, to enforce such Patent and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewithdirect such legal proceedings. If Spruce or any of its Related Parties Xxxxxxxxx does not undertake efforts to xxxxx such violation of intellectual property rightsrights of Xxxxxxxxx Patents or Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, that Lilly shall consult in advance with Spruce Xxxxxxxxx regarding such actionaction and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheld. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed ProductsTerritory. All amounts recovered from enforcement of any such rights by an enforcing either Party relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]. The Parties shall keep each other informed split in a manner consistent with the economic interests and lost profits of the status of and of their respective activities regarding any enforcement action pursuant Parties under the Agreement as agreed to this Article 8.5by the Parties.

Enforcement of Intellectual Property Rights. Spruce The sole owner or any of its Related Parties Party Controlling Patents, Trademarks, Know-How or Confidential Information shall have have, except as set out to the first contrary in this subsection, the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating such Patents, Trademarks, Know-How or Confidential Information. For clarity, Cipher shall have the first right to initiate a lawsuit against a person accused of misappropriating or otherwise violating Cipher Licensed Patent Know-How and/or Cipher Licensed Patents. If Cipher does not cause the accused person to cease misappropriating or otherwise violating Cipher Licensed Know-How or Lilly’s Confidential Information covering Cipher Licensed Compounds Patents, or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce or any of its Related Parties does not undertake efforts to xxxxx such violation of intellectual property rights, including commencement of commence a lawsuit against the accused person if necessary, within [***] forty-five (45) days after receiving notice of such infringement of such Licensed Patent or violation of such Cipher Licensed Know-How or Confidential Informationand/or Cipher Licensed Patents, then Lilly Licensee shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violationcause the accused person to cease misappropriating or otherwise violating Cipher Licensed Patents or Cipher Licensed Know-How, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly that Licensee shall consult in advance with Spruce Cipher regarding such actionaction and may not undertake any enforcement action without the prior approval of the JSC, such approval not to be unreasonably withheld. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect markets. Other objectives shall be subservient to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Productsthis primary objective. All amounts recovered from enforcement of any such rights by an enforcing either Party relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party's costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]. The Parties retained by the Party instituting the action, provided that any remainder retained by Licensee with respect to the enforcement of Cipher Licensed Know-How and/or Cipher Licensed Patents shall keep each other informed of be treated as Net Sales and shall be subject to Licensee's royalty payment obligations at the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5applicable rate specified in Section 7.2.

Enforcement of Intellectual Property Rights. Spruce or any of its Related Parties [***] shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent covering the Compound or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed ProductsProduct, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce [***] or any of its Related Parties does not undertake efforts to xxxxx axxxx such violation of intellectual property rights, including which may include commencement of a lawsuit against the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential InformationPatent, then Lilly [***] shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx axxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly that Lxxxx shall consult in advance with Spruce Licensee regarding such action. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing [***] the Licensed ProductsProduct. All amounts recovered from enforcement of any such rights by an enforcing Party relating to such intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remainder of such recovery shall be allocated such that the Party that commenced the lawsuit retains [***]] of such remainder, and the other [***] is promptly (but [***] after receipt by the Party that commenced the lawsuit) paid to the other Party. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5Section 8.6. For the avoidance of doubt, Lxxxx reserves all rights to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating Licensed Know-How and Lilly Confidential Information.

Enforcement of Intellectual Property Rights. Spruce If any Party learns of the actual, suspected, threatened or likely infringement or misappropriation of any Intellectual Property Rights of either Party (including the Arising IPR) relating to any Supplied Product or the Services, then that Party shall give written notice thereof to the other Party, and shall provide the other Party with any evidence of such infringement or misappropriation in its Related Parties possession. SPINCO shall have the first right to institute enforce any rights in SPINCO’s Background IPR and direct legal proceedings New SPINCO IPR against any Third Party believed to be infringing infringement or misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed Productsmisappropriation, and to defend any Third Party challenge to its Background IPR or New SPINCO IPR, and may at its own expense, institute suit against any such infringer or misappropriator or defend any challenge to its Intellectual Property Rights, and shall control and defend such suit and recover any damages, awards, or [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. settlements remaining after deduction of the Licensed Patents from reasonable and documented, out-of-pocket costs (including attorney’s fees and expenses) of each Party in assisting with such suit. AstraZeneca will reasonably cooperate in any such litigation, including, without limitation, joining any such suit, at SPINCO’s request and expense. SPINCO shall not enter into any settlement of any claim described in this Section 4.8 that incurs any financial liability on the part of invalidity AstraZeneca or unenforceability requires an admission of liability, wrongdoing or fault on the part of AstraZeneca, without AstraZeneca’s prior written consent (such consent not to be unreasonably withheld, delayed, or conditioned). AstraZeneca shall have the right to enforce any rights in connection therewithAstraZeneca’s Background IPR and New AZ IPR against any infringement or misappropriation, and defend any Third Party challenge to its Background IPR or New AZ IPR, and may at its own expense, institute suit against any such infringer or misappropriator, and control and defend such suit and recover any damages, awards, or settlements remaining after deduction of the reasonable and documented, out-of-pocket costs (including attorney’s fees and expenses) of each Party in assisting with such suit. If Spruce or SPINCO will reasonably cooperate in any of its Related Parties does not undertake efforts to xxxxx such violation of intellectual property rightslitigation, including commencement of a lawsuit against the accused person if necessaryincluding, within [***] after receiving notice of without limitation, joining any such infringement of such Licensed Patent or violation of such Know-How or Confidential Informationsuit, then Lilly shall be entitled (but at AstraZeneca’s request and expense. AstraZeneca shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly shall consult in advance with Spruce regarding such action. The primary objective enter into any settlement of any claim described in this Section 4.8 that incurs any financial liability on the part of SPINCO or requires an admission of liability, wrongdoing or fault on the part of SPINCO, without SPINCO’s prior written consent (such patent enforcement action shall consent not to be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce unreasonably withheld, delayed, or any of its Related Parties are Developing or Commercializing the Licensed Products. All amounts recovered from enforcement of any such rights by an enforcing Party relating to such intellectual property licensed under this Agreement shall be first used to [***], and any remainder of such recovery shall be [***]. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5conditioned).

Enforcement of Intellectual Property Rights. Spruce Transition or any of its Related Parties Affiliates or Sublicensees shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds the Lead Compound or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce Transition or any of its Related Parties Affiliates or Sublicensees does not undertake efforts to xxxxx axxxx such violation of intellectual property rights, including commencement of a lawsuit against the accused person if necessary, within [***] sixty (60) days after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx axxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly shall consult in advance with Spruce Transition regarding such action. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Productsmarkets. All amounts recovered from enforcement of any such rights by an enforcing Party relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]deemed “Net Sales” of Transition and Transition shall pay Lilly a royalty under Article 5.3, provided that in the event that the recovery shall be in the form of reasonable royalties, then the recovery shall be split (deleted text: specific rate) of the amount of such royalties to Transition and (deleted text: specific rate) of the amount of such royalties to Lilly. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.59.6.

Enforcement of Intellectual Property Rights. Spruce Each Party shall promptly, but in no event later than [ * ] days after receipt of notice thereof, notify the other Parties (i) of any Patent nullity actions, oppositions, reexaminations, declaratory judgment actions of which it is aware alleging the invalidity or unenforceability of any Patents included in the Licensed Patents or any alleged or threatened infringement of any Patents included in the Licensed Patents or the misappropriation or violation of any intellectual property rights relating to the Licensed Materials or the Licensed Patents; or (ii) if it reasonably believes that the Licensed Materials or Licensed Patents are being infringed, misappropriated or violated by a third party. Each Party shall cooperate with the other Parties, at its Related Parties own reasonable expense, in any action taken by a third party involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Materials or Licensed Patents. Cerus, at its expense, shall have the first right to institute respond to, defend or prosecute, and direct legal proceedings pursue, as appropriate and as determined by Cerus in its commercially reasonable discretion, any actions taken to defend any alleged or threatened infringements, misappropriations or any other violations [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by a third party of the Licensed Materials and/or Licensed Patents in the Territory provided such violations are not caused by Baxter, or Xxxxxx’x Affiliates or sublicensees. In addition, Cerus, at its expense, shall have the right to pursue, as determined by Cerus in its commercially reasonable discretion, all necessary actions against any Third Party believed to be infringing or third party that Cerus reasonably believes is infringing, misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed Products, and to defend any of the Licensed Materials and/or Licensed Patents from any claim in the Territory. Cerus shall: (i) have the sole ability to direct the conduct of invalidity such response or unenforceability in connection therewith. If Spruce defense; (ii) bear all legal fees and other costs and expenses associated with such response or any of its Related Parties does not undertake efforts to xxxxx such violation of intellectual property rightsdefense, including commencement those incurred by Baxter at Cerus’ request; and (iii) after payment of a lawsuit against the accused person if necessary, within [***] after receiving notice all expenses (including prosecution and maintenance of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly shall consult in advance with Spruce regarding such action. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect Patents, litigation associated expenses including attorney fees, travel expenses), pay royalties to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Products. All Baxter on all amounts recovered from enforcement of any third parties in connection with such rights response or defense, treating such recoveries as Net Sales allocable to the particular Product as to which the infringement occurred. Baxter shall cooperate with Cerus and its legal counsel, join in suits or actions that may be brought by an enforcing Party relating Cerus, at Cerus’ reasonable request, allow itself to such intellectual property licensed under this Agreement shall be first used to [***]named as a party, at Cerus’ reasonable request, and be available at Cerus’ reasonable request to be an expert witness or otherwise to assist in such proceedings. In the event Cerus decides not to respond to, defend or prosecute, and pursue any remainder actions taken to defend any alleged or threatened infringements, misappropriations or any other violations by a third party of the Licensed Materials and/or Licensed Patents in the Territory then Cerus will notify Baxter of such recovery shall be [***]. The Parties shall keep each other informed decision within [ * ] days of the status notification of and infringement. In view of their respective activities regarding any enforcement action pursuant to this Article 8.5such a decision by Cerus, Baxter may take such actions under its own name.

Enforcement of Intellectual Property Rights. Spruce The sole owner or any of its Related Parties Party Controlling a Patent, Know-How or Confidential Information shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or misappropriating or otherwise violating a Licensed Patent or Licensed such Know-How or Lilly’s Confidential Information covering Licensed Compounds Information; provided, however, that with respect to any such infringement or Licensed Products, violation of any Patent included in the Transition Patents Lilly shall have the initial right to enforce such Patent and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewithdirect such legal proceedings. If Spruce or any of its Related Parties Lilly does not undertake efforts to xxxxx axxxx such violation of intellectual property rights, rights of Transition Patents including by commencement of a lawsuit against the accused person if necessary, within [***] sixty (60) days after receiving notice of such infringement of such Licensed Patent or and immediately after notice of other violation of such Know-How or Confidential Information, then Lilly Transition shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx axxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly that Transition shall consult in advance with Spruce Lilly regarding such actionaction and may not undertake any enforcement action without the prior approval of the JDC, such approval not to be unreasonably withheld. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect markets. Other objectives shall be subservient to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Productsthis primary objective. All amounts recovered from enforcement of any such rights by an enforcing either Party relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]deemed “Net Sales” for which Lilly shall pay Transition a royalty under Section 8.3, provided that in the event that the recovery shall be in the form of reasonable royalties, then Lilly shall pay to Transition (deleted text: percentage) of the amount of such royalties received by Lilly. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5Article.

Enforcement of Intellectual Property Rights. Spruce or any of its Related Parties The Commercializing Party shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed the Lead Compounds, Backup Compounds or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce or any of its Related Parties the Commercializing Party does not undertake efforts to xxxxx such violation of intellectual property rights, rights of Patents including by commencement of a lawsuit against the accused person if necessary, within [***] sixty (60) days after receiving notice of such infringement of such Licensed Patent or and immediately after notice of other violation of such Know-How or Confidential Information, then Lilly the other Party shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly the other Party shall consult in advance with Spruce the Commercializing Party, regarding such actionaction and may not undertake any enforcement action without the prior approval of the JDC. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Productsmarkets. All amounts recovered from enforcement of any such rights by an enforcing Party Lilly relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]deemed “Net Sales” for which the Commercializing Party shall pay the other Party a royalty under Article 9.6 or 9.7 as the case may be, provided that in the event that the recovery shall be in the form of reasonable royalties, then the Commercializing Party shall pay to the other Party (deleted text: specific percentage), of the amount of such royalties received by the Commercializing Party. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5Article.

Enforcement of Intellectual Property Rights. Spruce Each Party shall promptly, but in no event later than [ * ] days after receipt of notice thereof, notify the other Parties (i) of any Patent nullity actions, oppositions, reexaminations, declaratory judgment actions of which it is aware alleging the invalidity or unenforceability of any Patents included in the Licensed Patents or any alleged or threatened infringement of any Patents included in the Licensed Patents or the misappropriation or violation of any intellectual property rights relating to the Licensed Materials or the Licensed Patents; or (ii) if it reasonably believes that the Licensed Materials or Licensed Patents are being infringed, misappropriated or violated by a third party. Each Party shall cooperate with the other Parties, at its Related Parties own reasonable expense, in any action taken by a third party involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Materials or Licensed Patents. Cerus, at its expense, shall have the first right to institute respond to, defend or prosecute, and direct legal proceedings pursue, as appropriate and as determined by Cerus in its commercially reasonable discretion, any actions taken to defend any alleged or threatened infringements, misappropriations or any other violations [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. by a third party of the Licensed Materials and/or Licensed Patents in the Territory provided such violations are not caused by Xxxxxx, or Xxxxxx’x Affiliates or sublicensees. In addition, Cerus, at its expense, shall have the right to pursue, as determined by Cerus in its commercially reasonable discretion, all necessary actions against any Third Party believed to be infringing or third party that Cerus reasonably believes is infringing, misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed Products, and to defend any of the Licensed Materials and/or Licensed Patents from any claim in the Territory. Cerus shall: (i) have the sole ability to direct the conduct of invalidity such response or unenforceability in connection therewith. If Spruce defense; (ii) bear all legal fees and other costs and expenses associated with such response or any of its Related Parties does not undertake efforts to xxxxx such violation of intellectual property rightsdefense, including commencement those incurred by Xxxxxx at Cerus’ request; and (iii) after payment of a lawsuit against the accused person if necessary, within [***] after receiving notice all expenses (including prosecution and maintenance of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly shall consult in advance with Spruce regarding such action. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect Patents, litigation associated expenses including attorney fees, travel expenses), pay royalties to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Products. All Xxxxxx on all amounts recovered from enforcement of any third parties in connection with such rights response or defense, treating such recoveries as Net Sales allocable to the particular Product as to which the infringement occurred. Xxxxxx shall cooperate with Cerus and its legal counsel, join in suits or actions that may be brought by an enforcing Party relating Cerus, at Cerus’ reasonable request, allow itself to such intellectual property licensed under this Agreement shall be first used to [***]named as a party, at Cerus’ reasonable request, and be available at Cerus’ reasonable request to be an expert witness or otherwise to assist in such proceedings. In the event Cerus decides not to respond to, defend or prosecute, and pursue any remainder actions taken to defend any alleged or threatened infringements, misappropriations or any other violations by a third party of the Licensed Materials and/or Licensed Patents in the Territory then Cerus will notify Xxxxxx of such recovery shall be [***]. The Parties shall keep each other informed decision within [ * ] days of the status notification of and infringement. In view of their respective activities regarding any enforcement action pursuant to this Article 8.5such a decision by Cerus, Xxxxxx may take such actions under its own name.

Enforcement of Intellectual Property Rights. Spruce or any of its Related Parties [***] shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent covering the Compound or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed ProductsProduct, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce or any of its Related Parties [***] does not undertake efforts to xxxxx axxxx such violation of intellectual property rights, including which may include commencement of a lawsuit against the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential InformationPatent, then Lilly [***] shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx axxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly that [***] shall consult in advance with Spruce Licensee regarding such action. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing [***] the Licensed ProductsProduct. All amounts recovered from enforcement of any such rights by an enforcing Party relating to such intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s reasonable out-of-pocket costs and expenses incurred in connection with such action, and any remainder of such recovery shall be allocated such that the Party that commenced the lawsuit retains [***]] of such remainder, and the other [***] is promptly (but no later than [***] Business Days after receipt by the Party that commenced the lawsuit) paid to the other Party. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5Section 8.6. For the avoidance of doubt, Lxxxx reserves all rights to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating Licensed Know-How and Lilly Confidential Information.

Enforcement of Intellectual Property Rights. Spruce or any of its Related Parties The Commercializing Party shall have the first right to institute and direct legal proceedings against any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed the Lead Compounds, Backup Compounds or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce or any of its Related Parties the Commercializing Party does not undertake efforts to xxxxx such violation of intellectual property rights, rights of Patents including by commencement of a lawsuit against the accused person if necessary, within [***] sixty (60) days after receiving notice of such infringement of such Licensed Patent or and immediately after notice of other violation of such Know-How or Confidential Information, then Lilly the other Party shall be entitled (but shall not be obligated) to take all actions reasonably necessary to xxxxx such violation, including commencement of a lawsuit against the accused person if necessary; provided, however, Lilly the other Party shall consult in advance with Spruce the Commercializing Party, regarding such actionaction and may not undertake any enforcement action without the prior approval of the JDC. The primary objective of any such patent enforcement action shall be to preserve exclusivity for the Licensed Product and uses thereof in the major pharmaceutical markets and other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Productsmarkets. All amounts recovered from enforcement of any such rights by an enforcing Party Lilly relating to such the intellectual property licensed under this Agreement shall be first used to [***]reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be [***]deemed “Net Sales” for which the Commercializing Party shall pay the other Party a royalty under Article 9.4, 9.5 and 9.6 as the case may be, provided that in the event that the recovery shall be in the form of reasonable royalties, then the Commercializing Party shall pay to the other Party (deleted text: specific rate) of the amount of such royalties received by the Commercializing Party. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5.Article. Collaboration and License Agreement

Enforcement of Intellectual Property Rights. Spruce Each Party shall promptly notify the other Party upon learning of any alleged or threatened infringement, misappropriation, or other violation by a third party of any of the IntelGenx Intellectual Property or any of the Joint Patents or Joint Inventions (any such infringement or other violation referred to herein as an “Infringement Claim”). IntelGenx shall, at its Related Parties shall sole discretion, have the first right to institute and direct legal proceedings against assume sole control over enforcing any Third Party believed to be infringing or misappropriating or otherwise violating a Licensed Patent or Licensed Know-How or Lilly’s Confidential Information covering Licensed Compounds or Licensed Products, and to defend the Licensed Patents from any claim of invalidity or unenforceability in connection therewith. If Spruce or any such Infringement Claim using counsel of its Related Parties does not undertake efforts choice. IntelGenx shall keep Xxxx reasonably informed with respect thereto and disclose to xxxxx Xxxx all material decisions issued by the courts in such violation of intellectual property rights, including commencement of a lawsuit against matter. Xxxx shall cooperate in all reasonable respects with IntelGenx to the accused person if necessary, within [***] after receiving notice of such infringement of such Licensed Patent or violation of such Know-How or Confidential Information, then Lilly extent requested by IntelGenx and shall be entitled (but shall not be obligated) to take all actions execute any documents reasonably necessary to xxxxx permit IntelGenx to prosecute any resulting suit, join IntelGenx in bringing any related suit as a plaintiff as necessary or advisable to maintain standing, and make available its employees and relevant records to assist in and to provide evidence for such violation, including commencement of a lawsuit against the accused person if necessarysuit. IntelGenx shall have sole discretion with respect to any settlement or other resolution thereof; provided, however, Lilly that in the event that IntelGenx enforces any Infringement Claim, IntelGenx shall consult not settle or resolve such Infringement Claim without the written consent of Xxxx, not to be unreasonably withheld or delayed. Except as otherwise provided in advance Article XI, all expenses, costs and fees (including reasonable legal fees and expenses) incurred in connection with Spruce regarding such action. The primary objective of any such patent enforcement action Infringement Claim shall be to preserve exclusivity for shared equally by the Licensed Product and uses thereof in the major pharmaceutical markets and Parties. Any damages or other markets with respect to which Spruce or any of its Related Parties are Developing or Commercializing the Licensed Products. All amounts recovered from enforcement of by IntelGenx in connection with any such rights by an enforcing Party relating to such intellectual property licensed under this Agreement judgment in respect of, or settlement or other resolution of, any Infringement Claim shall be first used to [***], shared fifty percent (50%) by IntelGenx and any remainder of such recovery shall be [***]. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to this Article 8.5fifty percent (50%) by Xxxx.