Common use of Enforcement of Patent Rights Clause in Contracts

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosKite, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent RightsRights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor Cabaret in so doing. Within ninety Kite shall bring any such enforcement action in Kite’s own name; provided, however, if necessary for standing purposes only, (90a) days Kite shall have, subject to Cabaret prior consent which shall not be unreasonably withheld, delayed for more than […***…] after notice written request by Kite, or conditioned, the right to bring such action in the name of a substantial ***Confidential Treatment Requested Cabaret (all costs to be borne by Kite) if Cabaret is the party with legal standing, and continuing infringement (b) Cabaret shall make all reasonable efforts to enable Kite to bring such enforcement action in the name of any Licensor that is the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringerparty with legal standing. If Allos notifies Licensor that it Kite does not intend to take actionnot, or if within one hundred eighty (180) days after […***…] of receipt of notice Allos does not from Cabaret, xxxxx such the infringement or file suit to enforce the Licensed Patent Rights against each at least one infringing party, Licensor Cabaret shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, including bringing however, that, within […***…] after receipt of notice of Cabaret’s intent to file such suit, Kite shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to […***…] the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be used (a) first, after payment to reimburse the costs and expenses (including reasonable attorneys’ fees and costs) of expensesKite and Cabaret; and (b) second, be retained by (i) if Cabaret is the party controlling the enforcement. Each party shall reasonably cooperate with the other party in such action, any remaining recovery shall be divided equally between Kite and Cabaret, or (ii) if the planning controlling party is Kite, any remaining recovery shall be divided between Kite and execution of any action to enforce Cabaret in shares that reflect the Licensed Patent Rights; provided, however, damages incurred by each party to reflect the applicable royalty to Cabaret hereunder for lost sales, and the lost profits (net of such royalties) to Kite for lost sales , provided that in any case the amount paid to Cabaret shall not be reimbursed for reasonable expenses, including legal fees, for less than the applicable royalty rate if such cooperationrecovery was received as Net Sales.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosCompany, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights in the Territory or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate [*] 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. action to enforce Licensed Patent Rights in the Territory, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent RightsRights in the Territory unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to the Licensed Patent Rights, in each case in Company’s own name and, if necessary for standing purposes, in the name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Company does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not from Licensor, xxxxx such the infringement or file suit to enforce the Licensed Patent Rights against each at least one infringing partyparty in the Territory, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, including bringing however, that, within thirty (30) days after receipt of notice of Licensor’s intent to file such suit, Company shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (½) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallin the Territory shall be shared in relation to the damages (including attorneys’ fees and expenses for the enforcement action) incurred by each party as a result of such infringement. Notwithstanding the foregoing, after payment to the extent any part of expensesthe recovery includes a reasonable royalty, such royalty amounts shall be retained by deemed Sublicensing Royalties and paid in accordance with Section 4.6. and to the extent that any part of the recovery includes punitive damages, such amounts shall be distributed [*]% to the controlling party controlling the enforcement. Each party shall reasonably cooperate with and [*]% to the other party party. Notwithstanding anything to the contrary in this Section 9.3, if Licensor takes control of the litigation and Company does not elect to participate in the planning and execution funding of the litigation, then Licensor shall retain all monies recovered upon the final judgment or settlement of any action such suit to enforce the Licensed Patent Rights; provided. If Licensor takes control of the litigation and Company does elect to fund the litigation, howeverthen the monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall be shared, in relation to the damages (including attorneys’ fees and expenses for the enforcement action) incurred by each party shall be reimbursed for reasonable expenses, including legal fees, for as a result of such cooperationinfringement.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. 15 permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice If Licensee does not, within [***] of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such from Licensor, abatx xxx infringement or file suit to enforce the Licensed Patent Rights against each at least one infringing partyparty in a country, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action Rights in which, if legally necessary, Allos may be a named plaintiffsuch country. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldparty. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, be retained by Licensor and Licensee in accordance with the party controlling allocations set forth in Section 4.2 above. Notwithstanding the enforcement. Each party foregoing, Licensor and Licensee shall reasonably cooperate with the each other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each . The controlling party shall be reimbursed compensate the non-controlling party for all such assistance in enforcing the Licensed Patent Rights, conducted at the request of the controlling party, at reasonable expenses, including legal fees, for consulting rates mutually agreed to by the parties prior to providing such cooperationassistance.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights Patents or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent Rightslicensed Patents unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to Licensed Patents, in each case in Licensee's own name and, if necessary for standing purposes, in the Licensed Patent Rights, name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. Within ninety If Licensee does not, within six (906) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days months after receipt of notice Allos does not xxxxx such from Licensor take reasonable steps to axxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against each at least one infringing partyParty, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, including bringing however, that, within thirty (30) days after receipt of notice of Licensor's Intent to file such suit, Licensee shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half(*) the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to a judgment an adverse Judgment in such joint action that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, non-controlling Party without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother Party. All monies recovered upon the final judgment Judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party Patents shall be reimbursed shared In relation to the damages (including attorneys' fees and expenses for the enforcement action) incurred by each Party as a result of such infringement; and such recovery shall not be treated as Revenues for purposes of Section 4.2.1. Notwithstanding the foregoing, to the extent any part of the recovery includes a reasonable expensesroyalty payable to Licensee, including legal fees, for such cooperationroyalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Patent Rights Technology (including without limitation, any Patent, patent right, trade secret right, or other right) or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Patent RightsTechnology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Patent RightsTechnology, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Licensee does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not from Licensor, xxxxx such the infringement or file suit to enforce the intellectual property rights within the Licensed Patent Rights Technology against each at least one infringing partyparty in the Territory, Licensor shall have the right to *** Confidential material redacted and separately filed with the Commission. take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Patent RightsTechnology; PROVIDED, including bringing HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Licensee shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the intellectual property rights within the Licensed Patent Rights shallTechnology shall be shared, after payment reimbursement of expenses, be retained by Licensor and Licensee PRO RATA according to the party controlling respective percentages of costs borne by each in such suit. Notwithstanding the enforcement. Each party foregoing, Licensor and Licensee shall reasonably fully cooperate with the each other party in the planning and execution of any action to enforce the intellectual property rights within the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationTechnology.

Enforcement of Patent Rights. Each party Transcend and BI shall each promptly shall notify the other party in writing of any alleged or threatened infringement known of patents or patent applications included in the Transcend Patent Rights or the Program Patent Rights of which they become aware. Transcend and BI shall then confer and may agree jointly to it prosecute any such infringement. The Party owning patents or patent applications alleged or threatened to be infringed shall control the joint litigation in the event of any dispute between the Parties with respect to any aspect of the litigation. With respect to Program Patent Rights covering Program Technology solely or jointly owned by Transcend, Transcend shall control the litigation. If the Parties do not agree on whether or how to proceed with enforcement activity within (a) ninety (90) days following the notice of alleged infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then either Party may act in its own name to commence litigation with respect to the alleged or threatened infringement. In the event a Party brings an infringement action, the other Party shall cooperate fully, including, if required to bring such action, the furnishing of a power of attorney. Neither Party shall have the right to settle any patent infringement litigation under this Section in a manner that diminishes the rights or interests of the other Party without the express written consent of such other Party. The costs of any joint litigation regarding infringement of a Transcend Patent Right or a Program Patent Right and commenced pursuant to this Section, including attorneys' fees and expenses, shall be borne by BI and Transcend in the same ratio as the ratio of the profits received by BI in connection with sales of the Licensed Patent Rights and shall provide Products in such country to the other party royalties paid to Transcend in connection with the available evidencesale of the Licensed Products in such country added to, in the case of the United States, Transcend's share, if any, of such infringementthe Net Contribution. AllosFor purposes hereof, at its sole expenseonly out-of-pocket costs shall be accounted for and reimbursed under this Section, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control without any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect allocation for internal resources devoted to the Licensed Patent Rights, and shall consider, in good faith, litigation. Except as otherwise agreed to by the interests of Licensor in so doing. Within ninety (90) days after notice Parties as part of a substantial and continuing infringement cost sharing arrangement, any recovery realized as a result of the Licensed Patent Rights, Allos such joint litigation shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party shared in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationsame manner as costs have been allocated.

Enforcement of Patent Rights. Each If either Allergan or Ista has knowledge of any infringement or likely infringement of a Licensed Patent or unauthorized use of Licensed Know-How, then the party having such knowledge shall promptly shall notify inform the other party of any infringement known to it of in writing, and the Licensed Patent Rights and parties shall provide promptly consult with one another regarding the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce be taken. Unless the Licensed Patent Rights or parties otherwise xxxxx the infringement thereofmutually agree, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any Ista shall prosecute such litigation or other enforcement action with respect to the Licensed Patent Rightssuit, and Allergan shall consider, cooperate with Ista in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial prosecution thereof and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Ista shall have the right to take whatever action it deems appropriate to enforce determine the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in whichstrategy of the prosecution of such suit. Notwithstanding the foregoing, if legally necessaryAllergan is participating in the prosecution, Allos may Allergan shall be a named plaintiffentitled to have input in the strategy of prosecution. The party controlling any such enforcement action Ista shall not settle have the action or otherwise consent right to a judgment in such action that results in any grant determine the counsel to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling parties in connection with such action or claim, which counsel shall be reasonably satisfactory to Allergan. Ista may seek the enforcementassistance and participation of Allergan in the action or claim. If Ista prosecutes such claim without the participation of Allergan, the costs and expenses incurred in connection with such action or claim shall be borne by Ista. However, if Allergan participates in the action or claim, the costs and expenses incurred in connection with such action or claim shall be shared equally by Ista and Allergan. If Allergan does not participate in the prosecution of the action or claim, or unless otherwise provided in this Section 10.3, any offer of settlement and any settlement shall be in Ista's discretion, provided that any offer of settlement or settlement does not conflict with licenses granted under Section 4. If Allergan participates in the prosecution of the action or claim, then any offer of settlement and any settlement shall be subject to the prior approval of both Allergan and Ista. Each party shall reasonably cooperate with the other party agrees not to unreasonably withhold its approval of any such settlement. If Allergan does not participate in the planning prosecution of the action or claim, any recovery of damages or other payments received in connection with such action or claim shall be realized by Ista. If Allergan participates in the prosecution any recovery of damages or other payments received in connection with such shall be allocated between and execution disbursed to Allergan and Ista as follows: (i) first, to reimburse Allergan and Ista for their respective costs and expenses incurred in connection with such action, and (ii) the balance of any action recovery or other payments to enforce be divided fifty percent (50%) to Allergan and fifty percent (50%) to Ista. In the Licensed Patent Rights; provided, howeverevent that the recovery of damages is not sufficient to cover costs and expenses incurred by the parties in connection with such action, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationon a pro rata basis according to each party's percentage of the total costs and expenses incurred by the parties together.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights Patents or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent RightsPatents unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to Licensed Patents, in each case in Licensee’s own name and, if necessary for standing purposes, in the Licensed Patent Rights, name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. Within ninety If Licensee does not, within six (906) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days months after receipt of notice Allos does not xxxxx such from Licensor take reasonable steps to axxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against each at least one infringing partyParty , Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, including bringing however, that, within thirty (30) days after receipt of notice of Licensor’s intent to file such suit, Licensee shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (½) the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such joint action that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, non-controlling Party without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother Party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party Patents shall be reimbursed shared in relation to the damages (including attorneys’ fees and expenses for the enforcement action) incurred by each Party as a result of such infringement; and such recovery shall not be treated as Revenues for purposes of Section 4.2.1. Notwithstanding the foregoing, to the extent any part of the recovery includes a reasonable expensesroyalty payable to Licensee, including legal fees, for such cooperationroyalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosIxsys, at its sole expense, shall have the right (but not the obligation) right, at any time and at its sole discretion, to determine the appropriate course of action to enforce the Licensed B&K Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed B&K Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed B&K Patent Rights. Notwithstanding the foregoing, and Ixsys shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing have no obligation to xxxxx any infringement of the Licensed B&K Patent Rights, Allos shall notify Licensor whether Rights or not Allos intends to take file any action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed B&K Patent Rights against each an infringing partyparty in the Territory. Neither Xxxxxxxx, Licensor an Affiliate of Xxxxxxxx nor any Third Party shall have take any action which (a) claims that the right Agreement is invalid and/or (b) seeks or claims damages from Ixsys because Ixsys failed to take whatever xxxxx any infringement of the B&K Patent Rights or to file any action it deems appropriate to enforce the Licensed B&K Patent Rights against any infringing party in the Territory. Xxxxxxxx shall fully cooperate with Ixsys in the planning and execution of any enforcement action regarding the B&K Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may . Ixsys shall be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent entitled to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All receive all monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed B&K Patent Rights; provided, however, each party that if Ixsys receives monies in excess of Ixsys’ aggregate costs associated with any such suit to enforce the B&K Patent Rights (including, but not limited to, attorneys’ fees and costs), Ixsys shall be reimbursed pay to Xxxxxxxx any royalties owed to Xxxxxxxx pursuant to Section 4.4. Ixsys shall reimburse Xxxxxxxx for reasonable expensesout-of-pocket expenses incurred by Xxxxxxxx in connection therewith; provided, including legal feeshowever, for that such cooperationexpenses shall have been approved in advanced, in writing, by Ixsys, which approval shall not be withheld unreasonably.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights Patents or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patents, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent RightsPatents unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to Licensed Patents, in each case in Licensee's own name and, if necessary for standing purposes, in the Licensed Patent Rights, name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. Within ninety If Licensee does not, within six (906) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days months after receipt of notice Allos does not xxxxx such from Licensor, axxxx the infringement or file suit to enforce the Licensed Patent Rights Patents against each at least one infringing partyParty, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsPatents; provided, including bringing however, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Licensee shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half the costs of such suit. The party Party controlling any such joint enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such joint action that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, non-controlling Party without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother Party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party Patents shall be reimbursed shared in relation to the damages (including attorneys' fees and expenses for the enforcement action) incurred by each Party as a result of such infringement; and such recovery shall not be treated as Revenues for purposes of Section 4.2.1. Notwithstanding the foregoing, to the extent any part of the recovery includes a reasonable expensesroyalty payable to Licensee, including legal fees, for such cooperationroyalty amounts shall be deemed Revenue on which Licensee will pay a royalty to Licensor in accordance with Section 4.2.1.

Enforcement of Patent Rights. Each party promptly shall If either Party becomes aware of a suspected infringement of any Actelion Licensed Patents or Joint Invention Patents through the development, manufacture or sale of a Licensed Product by a Third Party, such Party will notify the other party Party promptly, and following such notification, the Parties will confer. Kythera will have the first right, but will not be obligated, to bring an infringement action against such Third Party at its own expense and by counsel of any infringement known its own choice, and Actelion will have the right to it participate in such action, at its own expense and by counsel of its own choice. If Kythera fails to bring such an action or proceeding prior to the Licensed Patent Rights and shall provide earlier of: (a) [***] ([***]) days following Kythera’s receipt of notice of alleged infringement; or (b) [***] ([***]) days before the other party with the available evidencetime limit, if any, set forth in the appropriate laws and regulations for the filing of such infringement. Allosactions, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall Actelion will have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsbring and control any such action, including bringing and controlling at its own expense a legal action and by counsel of its own choice, and Kythera will have the right to be represented in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 8.4, the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party will have the right to settle any patent infringement litigation under this Section 8.4 in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon the final judgment In case Kythera brings such an action or settlement proceeding, any recovery realized as a result of any such suit to enforce the Licensed Patent Rights shalllitigation, after payment [***], will be [***]. In case Actelion brings such an action or proceeding, any recovery realized as a result of expenses, such litigation will be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation[***].

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosTracon, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Cell-Matrix Patent Rights or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Cell-Matrix Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Cell-Matrix Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to the Licensed Cell-Matrix Patent Rights, in each case in Tracon’s own name and, if necessary for standing purposes, in the name of Cell-Matrix and shall consider, in good faith, the interests of Licensor Cell-Matrix in so doing. Within ninety (90) days after notice If Tracon does not, within [***] of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such from Cell-Matrix, axxxx the infringement or file suit to enforce the Licensed Cell-Matrix Patent *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Rights against each an infringing partyparty in a particular country in the Territory, Licensor Cell-Matrix shall have the right to take whatever action it deems appropriate to enforce the Licensed Cell-Matrix Patent Rights; provided, including bringing however, that, within [***] after receipt of notice of Cell-Matrix’s intent to file such suit, Tracon shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in whichto fund up to [***] the costs of such suit. Notwithstanding anything to the contrary herein, if legally necessary, Allos may be a named plaintiff. The the party controlling any such enforcement action covered by this Section 10.3 shall not settle the action or otherwise consent to a an adverse judgment in such action that results in diminishes the rights or interests of the non-controlling party or would impose any grant to the third financial obligation on such non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Cell-Matrix Patent Rights shallshall be [***], after payment reimbursement of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation[***].

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosCompany, at its sole expense, shall have the first right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent RightsRights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to the Licensed Patent Rights, in each case in Company’s own name and, if required by law, in the name of Licensor and shall consider, in good faith, the interests of Licensor in so doing. Within ninety If Company does not, within [*] (90[*]) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not from Licensor, xxxxx such the infringement or file suit to enforce the Licensed Patent Rights against each at least one infringing partyparty in the Territory, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, including bringing however, that, within [*] ([*]) days after receipt of notice of Licensor’s intent to file such suit, Company shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to [*] ([*]) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered by Company, for suits brought solely by Company, or by either party for suits brought by both Company and Licensor, upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment shall be first used for reimbursement of expenses, and all remaining moneys shall be retained by the party controlling the enforcement. Each party shall reasonably cooperate distributed as follows: (a) if [*] Confidential treatment requested; certain information omitted and filed separately with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; providedSEC. such amounts were awarded as damages for lost profits, however, each party such amounts shall be reimbursed considered “Net Sales” under this Agreement and Company shall pay to Licensor the applicable royalty under Section 4.1.1(a), and (b) if such amounts were awarded as punitive or other damages, such amounts shall be considered as “Non-Royalty Sublicensing Income” and Company shall pay Licensor the applicable royalty under Section 4.1.1(c). If Company does not receive sufficient monies from a final judgment or settlement to cover its expenses for reasonable expensessuch suit, including legal feesCompany shall have the right to credit up to [*] percent ([*]%) of such expenses against any royalties or other fees owing by Company in accordance with Section 4.1.2 above (i.e., Company shall not reduce the amount of royalties paid to Licensor to less than [*] percent ([*]%) of Net Sales). Only Licensor will be entitled to all monies recovered by Licensor, for such cooperationsuits brought solely by Licensor in accordance with this Section.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosOncothyreon, at its sole expense, shall have the initial right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to initiate and control any litigation or other enforcement action and to enter into, or permit, of the settlement of any such litigation or other enforcement action ARRY-380 Patents with respect to an [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Licensed Patent RightsSecurities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. Infringing Product or to defend any declaratory judgments seeking to invalidate or hold the ARRY-380 Patents unenforceable (each, an “Enforcement Action”), in each case in Oncothyreon’s own name and, if necessary for standing purposes, in the name of Array and shall consider, in good faith, the interests of Licensor Array in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Oncothyreon does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not from Array, xxxxx such the infringement or file suit to enforce the Licensed Patent Rights ARRY-380 Patents against each at least one infringing partyparty in the Territory, Licensor Array shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffARRY-380 Patents. The party Party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results diminishes the rights or interests of the non-controlling Party (including in the case of Oncothyreon, entering into any grant to settlement admitting the third party of rights under invalidity of, or otherwise impairing, the Licensed Patent Rights, ARRY-380 Patents) without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother Party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallARRY-380 Patents shall be shared, after payment reimbursement of expenses, as follows: (i) in the event that Oncothyreon brought the claim, suit or action, any remaining amount shall be shared [***] to Oncothyreon, [***] to Array, and (ii) in the event that Array brought the claim, suit or action, any remaining amount shall be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationArray.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known With respect to it of the Licensed Patent Rights and shall provide pertaining to those countries in which APOTHECON has the other party with exclusive right hereunder to market the available evidenceProduct, if any, of such infringement. AllosAPOTHECON, at its sole expense, shall have the right (right, but not the obligation, (a) to determine the appropriate course of action to enforce enforce, or otherwise abate the Licensed infringement of, the Patent Rights or otherwise xxxxx the infringement thereofwith respect to Prodxxxx, (b) to take (take, or refrain from taking) , appropriate action to enforce the Licensed Patent RightsRights with respect to Products, (c) to control any litigation or other enforcement action regarding Patent Rights with respect to Products, and (d) to enter into, or permit, the settlement of any such litigation or other enforcement action regarding Patent Rights with respect to Products. APOTHECON shall consult with GJT and Jagotec prior to and during the Licensed Patent Rightscourse of taking any of the foregoing actions, and shall consider, in good faith, the interests of Licensor GJT and Jagotec in so doing. Within ninety (90) days after notice of a substantial and continuing infringement taking any of the Licensed foregoing actions, and, if GJT or Jagotec reasonably concludes that taking any specific action(s) likely would have a material adverse effect on GJT's or Jagotec's interests in the Patent RightsRights (other than with respect to the Products), Allos and timely gives APOTHECON prior express written notice thereof, then APOTHECON shall notify Licensor whether not take such specific action(s) without the prior express written consent (not to be unreasonably withheld or delayed) of GJT or Jagotec, as the case may be. If (x) within * after receipt by APOTHECON of notice by a Third Party pursuant to 21 U.S.C. ss.355(b)(3)(A) or (j)(4)(B)(iii) with respect to any Product, APOTHECON has not Allos intends to take initiated an action for patent infringement against the alleged infringer. If Allos notifies Licensor Third Party that it does not intend forwarded such notice, then GJT and/or Jagotec shall have the right to take initiate and control such action, or if and (y) within one hundred eighty (180) * days after receipt of notice Allos does from GJT or Jagotec of such an infringement, APOTHECON has not xxxxx such taken action to abate the infringement or file filed suit to enforce the Licensed Patent Rights wxxx xespect to Products against each at least one infringing party, Licensor GJT or Jagotec shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsRights against such parties in such countries as APOTHECON may have elected not to take action to abate, including bringing and controlling at or file suit to prevent, such infringement; provided, howexxx, that GJT or Jagotec, as the case may be, shall have given prompt written notice to APOTHECON of its own expense intent to file a legal suit or commence any other enforcement action in whichconnection therewith. If GJT or Jagotec elects to file such suit or commence such action, if legally necessarythen GJT or Jagotec (as the case may be) shall consult with APOTHECON prior to and during the course of taking any of the foregoing actions, Allos and shall consider, in good faith, the interests of APOTHECON in taking any of the foregoing actions. Within * after receipt of such notice from GJT or Jagotec (as the case may be a named plaintiffbe), APOTHECON shall have the right to jointly prosecute such suit or other action and *. The party controlling any such enforcement suit or other action shall not settle the suit or action or otherwise consent to a an adverse judgment in such suit or action that results in any grant to diminishes the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which without the prior express written consent shall not be unreasonably withheldof the noncontrolling party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallor other action shall be shared, after payment reimbursement of expensesexpenses of the controlling party(ies), be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.as follows:

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of any Exelixis Patents, Sanofi-Aventis Patents, or Joint Invention Patents by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, [ * ] shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor [ * ] shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If [ * ] fails to bring such an action in whichor proceeding prior to the earlier of: (a) [ * ] following [ * ] receipt of notice of alleged infringement; or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions, [ * ] shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its own choice, and [ * ] shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 10.4, the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party, and no Third Party having a license under any Exelixis Patent or Joint Invention Patent shall have the right to settle any patent infringement litigation under this Section 10.4 in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of [ * ] = 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. a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit litigation expenses of Sanofi-Aventis and Exelixis, shall be treated as [ * ] and subject to enforce the Licensed Patent Rights shall[ * ] and [ * ] in accordance with [ * ] and [ * ], after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party except that any recovery in the planning and execution form of any action to enforce the Licensed Patent Rights; provided, however, each party [ * ] shall be reimbursed for reasonable expenses, including legal fees, for such cooperationallocated [ * ] percent ([ * ]%) to Sanofi-Aventis and [ * ] percent ([ * ]%) to Exelixis.

Enforcement of Patent Rights. Each party promptly Party shall notify the other party Party promptly of any Third Party conduct that it reasonably believes is a potential infringement known of Licensor Technology in the Territory. The Parties shall thereafter consult and cooperate fully to it investigate and determine a course of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringementaction. Allos, at its sole expense, Licensee shall have the right (first right, but not the obligation) to determine the appropriate course of action , to enforce Licensor Technology against potential Third Party infringement in the Licensed Patent Rights or otherwise xxxxx Territory for the infringement thereof, to take Indication (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter intodefend any declaratory judgment action alleging the invalidity, unenforceability or permit, the settlement non-infringement of any such litigation Patent Right). Licensor shall have the first right, but not the obligation, to enforce Licensor Technology against potential Third Party infringement in the Territory for any uses or indications other enforcement than the Indication. The Party initiating the action under this Section 9.5.2 shall have control over the handling of the litigation, including the selection of counsel and settlement; provided, however, that no Party shall settle any action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, Technology without the prior specific written consent of Licensor and no Party shall settle any action in a matter that will substantially adversely affect the non-controlling party rights of the other Party in the Territory (including the licenses granted herein) without the consent of such other Party, which consent shall not be unreasonably withheld; provided further that such other Party shall have the right (except in the case of a conflict) to be represented in such action by separate counsel of its own choice at its own expense. All monies recovered upon The Party controlling such litigation shall keep the final judgment other Party reasonably informed about the status and developments in such action, including considering, in good faith, the input of the other Party regarding the strategy and handling of the litigation. Each Party shall cooperate fully and provide each other with information or settlement of assistance that the other Party may reasonably request in connection with any such suit defense, enforcement, litigation or other action initiated pursuant to enforce the Licensed Patent Rights shallthis Section 9.5.2, after payment of expenses, including voluntarily consenting to be retained named as a party in an action commenced or defended by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationParty.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosInnovive, at its sole [*] expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Licensed Patent RightsRights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to the Licensed Patent Rights, in each case in Innovive’s own name and, if required by [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. law, in the name of TMRC and shall consider, in good faith, the interests of Licensor TMRC in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Innovive does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not xxxxx such from TMRC, axxxx the infringement or file suit to enforce the Licensed Patent Rights against each at least one infringing partyparty in the Territory, Licensor TMRC shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, including bringing however, that, within thirty (30) days after receipt of notice of TMRC’s intent to file such suit, Innovive shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to [*] the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, be retained in relation to the damages suffered by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationparty.

Enforcement of Patent Rights. Each The party promptly shall notify owning any Patent Rights, and Biosite in the other party case of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allosclaiming a Joint Invention, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed such Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed such Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed such Patent Rights, and shall consider, in good faith, the interests of Licensor the other party in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Biosite does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not xxxxx such from Merck, abatx xxx infringement or file suit to enforce the Licensed Patent Rights claiming a Joint Invention against each at least one infringing party, Licensor Merck shall have the right to take whatever action it deems appropriate to enforce the Licensed such Patent Rights; provided, including bringing however, that, within thirty (30) days after receipt of notice of Merck's intent to file such suit, Biosite shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, by Biosite and Merck as follows: (a) two thirds (2/3) shall be retained by the party controlling that has the enforcementright under the Supply and Distribution Agreement to distribute the Product in the country of such infringement, and (b) one third (1/3) shall be shared by the parties pro rata according to the respective percentages of costs borne by each in such suit. Each party Notwithstanding the foregoing, Biosite and Merck each shall reasonably fully cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.. 8.5

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of any Exelixis Patents, Joint Invention Patents or Sole Invention Patents through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, [ * ] shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor [ * ] shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If [ * ] fails to bring such an [ * ] = 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. action in whichor proceeding prior to the earlier of: (a) [ * ] following [ * ] receipt of notice of alleged infringement; or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions, [ * ] shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its own choice, and [ * ] shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 9.4, the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 9.4 in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit litigation expenses of Sanofi-Aventis and Exelixis, shall be treated as [ * ] and subject to enforce the Licensed Patent Rights shall[ * ] and [ * ] in accordance with [ * ] and [ * ], after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party except that any recovery in the planning and execution form of any action to enforce the Licensed Patent Rights; provided, however, each party [ * ] shall be reimbursed for reasonable expenses, including legal fees, for such cooperationallocated [ * ] percent ([ * ]%) to Sanofi-Aventis and [ * ] percent ([ * ]%) to Exelixis.

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosBiogen Idec, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx axxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to defend any declaratory judgments seeking to invalidate or hold the Patent Rights unenforceable, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation litigation, declaratory judgments or other enforcement action with respect to the Licensed Patent Rights, in each case in Biogen Idec’s own name and, if required by law, in the name of Amorfix and shall consider, in good faith, the interests of Licensor Amorfix in so doing. Within ninety In so doing, Biogen Idec shall reasonably consider the rights and interests of Amorfix in the Patent Rights (90if any) days after notice of a substantial and continuing infringement of outside the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringerField. If Allos notifies Licensor that it Biogen Idec does not intend to take actionnot, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not xxxxx such from Amorfix, axxxx the infringement or file suit to enforce the Licensed Patent Rights against each at least one infringing partyparty in the Territory, Licensor Amorfix shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights; provided, including bringing however, that, (a) in so doing, Amorfix shall reasonably consider the rights and controlling at its own expense a legal action interests of Biogen Idec in whichthe Patent Rights in the Field, if legally necessaryand (b) within thirty (30) days after receipt of notice of Amorfix’s intent to file such suit, Allos may be a named plaintiffBiogen Idec shall have the right to jointly prosecute such suit and to fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, be retained in relation to the damages suffered by the party controlling the enforcementeach party. Each party shall reasonably cooperate with the other party in the planning and execution of any action If Biogen Idec does not receive sufficient monies from a final judgment or settlement to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, cover its expenses for such cooperationsuit, Biogen Idec shall have the right to credit up to fifty percent (50%) of such expenses against any royalties or other fees owing by Biogen Idec pursuant to Section 4 above.

Enforcement of Patent Rights. Each party promptly LIGAND and TAP each shall notify use good faith efforts to enforce their respective Patents Rights licensed hereunder, including their sole Inventions or Joint Inventions made under the Research Program, against infringers, and to consult with the other party both prior to and during said enforcement. Upon learning of any infringement known of such Patent Rights by a third party, LIGAND or TAP, as the case may be, promptly shall provide notice to it the other party in writing of the Licensed Patent Rights fact and shall provide supply the other party with all evidence possessed by the available evidencenotifying party pertaining to and establishing said infringement(s). The party whose Patent Rights allegedly are being infringed shall have *** from the date of receipt of notice under this Section 13.5, or such lesser period of time if anya *** period would result in material harm to, or the loss of such infringement. Allosa material right of, the other party (e.g., in the case of the filing of a paragraph 4 ANDA certification pursuant to 21 CFR 314.95 by one or more third parties), to file suit against at least one of the infringers, at its sole expense, shall have following consultation with the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed other party. The party whose Patent Rights allegedly are being infringed shall not be obligated to bring or otherwise xxxxx maintain more than one such suit at any time, unless the infringement thereof, failure to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter intobring more than one suit would result in material harm to, or permitthe loss of a material right of the other party (e.g., in the case of the filing of a paragraph 4 ANDA certification pursuant to 21 CFR 314.95 by one or more third parties). *** If the party whose Patent Rights allegedly are being infringed does not, within *** of receipt of such notice or such lesser period of time if a *** period would result in material harm to, or the loss of a material right of, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall considerparty (e.g., in good faith, the interests case of Licensor in so doing. Within ninety (90) days after notice the filing of a substantial and continuing infringement of the Licensed Patent Rightsparagraph 4 ANDA certification pursuant to 21 CFR 314.95 by one or more third parties), Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed its Patent Rights against each at least one infringing partyparty in a country of the Territory, Licensor the other party shall have the right to take whatever action it deems appropriate in its own name or, if required by law, in the name of the party whose Patent Rights allegedly are being infringed, to enforce the Licensed such Patent Rights. LIGAND and TAP shall fully cooperate with each other in the planning and *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. execution of any action to enforce Patent Rights. The other party shall be fully consulted during any enforcement action, including bringing any settlement negotiations, and controlling shall, to the extent legally permissible under the law, be entitled to join such action at its own expense. In addition, the other party shall be required to join such enforcement action at the enforcing party's expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The (i) this is requested by the enforcing party controlling and (ii) is required to maintain any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldaction. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights under this Section 13.5 shall, after payment reimbursement of expenses, (a) to the extent such infringement occurred prior to First Commercial Sale, be retained shared by LIGAND and TAP in a ratio equal to *** percent (***%) for the party controlling the enforcement. Each party shall reasonably cooperate with who pursued such action to *** percent ( *** %) for the other party and (b) to the extent such infringement occurred after First Commercial Sale, be treated as *** with respect to the division between the parties. The parties shall confer and agree upon strategies for enforcement of jointly owned Patent Rights. In the absence of any other agreement as to the enforcement of jointly owned Patent Rights, during the Research Program Term, TAP shall have the right to enforce jointly owned Patent Rights arising from sale of a Licensed Product within the TAP Field and LIGAND shall have the right to enforce jointly owned Patent Rights arising from sale of a product within the LIGAND Field. After expiration or termination of the Research Program Term, in the planning and execution absence of any action to enforce agreement between the Licensed Patent Rights; provided, howeverparties, each party shall be reimbursed for reasonable have the right to enforce the jointly owned Patent Rights at its own expense and retain any award of damages and expenses, including legal fees, for such cooperation.

Enforcement of Patent Rights. Each party promptly shall notify the other party If IRIS or PSI has actual notice of infringement by any Person of any infringement known patent or patent application relating to it the IRIS Technology or the PSI Technology, the respective officers of the Licensed Patent Rights IRIS and PSI shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) confer to determine the in good faith an appropriate course of action to enforce the Licensed Patent Rights such patent rights or otherwise xxxxx the infringement thereof. If IRIS determines that enforcement of the patent rights is appropriate, IRIS shall have the right, but not the obligation, at its own expense, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rightssuch patent rights; PROVIDED, to control any litigation or other enforcement action and to enter intoHOWEVER, or permitthat, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit IRIS elects to enforce the Licensed Patent Rights against each infringing partysuch patent rights, Licensor PSI shall have the right to take whatever participate by agreeing to bear a percentage of the costs of such enforcement in such amount as the parties shall reasonably determine. All amounts recovered in any action it deems appropriate to enforce the Licensed Patent Rightspatent rights undertaken by IRIS and PSI, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final whether by judgment or settlement of any such suit to enforce the Licensed Patent Rights shallsettlement, after payment of expenses, shall be retained by IRIS and PSI pro rata according to the party controlling respective percentages of expenses borne by them in enforcing such patent rights. If, within six (6) months after notice of infringement of the enforcementIRIS Technology or the PSI Technology, IRIS has not commenced action to enforce such patent rights or thereafter ceases to diligently pursue such action, PSI shall have the right, at its expense, to take appropriate action to enforce such patent rights as its sole remedy hereunder. Each party All amounts received in any action to enforce patent rights undertaken solely by PSI at its expense, whether by judgment or settlement, shall reasonably be retained by PSI. IRIS and PSI shall fully cooperate with the each other party in the planning and execution of any action to enforce patent rights relating to the Licensed Patent Rights; providedIRIS Technology or the PSI Technology. Neither IRIS nor PSI shall enter into any settlement that includes the grant of a license under, howeveragreement not to enforce, each party or any statement prejudicial to the validity or enforceability of any patent rights relating to the IRIS Technology or the PSI Technology without the consent of the other, which consent shall not be reimbursed for reasonable expenses, including legal fees, for such cooperationunreasonably withheld.

Enforcement of Patent Rights. Each party promptly shall notify the other party of With respect to any infringement known to it of in the Licensed Patent Rights and shall provide the other party with the available evidenceField, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Scripps Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Scripps Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Scripps Patent Rights, and shall consider, in good faith, the interests of Licensor Scripps in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Licensee does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not xxxxx such from Scripps, abatx xxx infringement or file suit to enforce the Licensed Scripps Patent Rights against each at least one infringing partyparty in the Field, Licensor Scripps shall have the right to take whatever action it deems appropriate to enforce the Licensed Scripps Patent RightsRights in the Field; provided, including bringing however, that, within thirty (30) days after receipt of notice of Scripps' intent to file such suit, Licensee shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Scripps Patent Rights shallin the Field shall be shared, after payment reimbursement of expenses, be retained by Scripps and Licensee with Scripps receiving the party controlling higher of a pro rata share based on the enforcementrespective percentages of costs borne by each in such suit or four percent (4%) of said recovered monies. Each party Notwithstanding the foregoing, Scripps and Licensee shall reasonably fully cooperate with the each other party in the planning and execution of any action to enforce the Licensed Scripps Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of any Exelixis Patents, Joint Invention Patents or Sole Invention Patents through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, [ * ] shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor [ * ] shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If [ * ] fails to bring such an action in whichor proceeding prior to the earlier of: (a) [ * ] following [ * ] receipt of notice of alleged infringement; or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions, [ * ] shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its own choice, and [ * ] shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 9.4, the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for [ * ] = 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. the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 9.4 in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights shalllitigation expenses of Sanofi-Aventis and Exelixis, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses[ * ], including legal fees, for such cooperationexcept that [ * ].

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosLicensee, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce all intellectual property rights within the Licensed Patent Rights Technology (including without limitation, any Patent, patent right, trade secret right, or other right) or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce all intellectual property rights within the Licensed Patent RightsTechnology, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the intellectual property rights within the Licensed Patent RightsTechnology, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Licensee does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not from Licensor, xxxxx such the infringement or file suit to enforce the intellectual property rights within the Licensed Patent Rights Technology against each at least one infringing partyparty in the Territory, Licensor shall have the right to take whatever action it deems appropriate to enforce such intellectual property rights within the Licensed Patent RightsTechnology; PROVIDED, including bringing HOWEVER, that, within thirty (30) days after receipt of notice of Licensor's intent to file such suit, Licensee shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the intellectual property rights within the Licensed Patent Rights shallTechnology shall be shared, after payment reimbursement of expenses, be retained by Licensor and Licensee PRO RATA according to the party controlling respective percentages of costs borne by each in such suit. Notwithstanding the enforcement. Each party foregoing, Licensor and Licensee shall reasonably fully cooperate with the each other party in the planning and execution of any action to enforce the intellectual property rights within the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperationTechnology.

Enforcement of Patent Rights. Each In the event LICENSEE alleges that a third ---------------------------- party promptly is infringing a right contained within Proprietary Rights, LICENSEE shall immediately notify the other party LICENSOR of any said alleged infringement. LICENSOR shall, in its sole discretion, determine whether an infringement known to it of the Licensed Patent Rights is occurring and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action take whatever actions it deems necessary to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofProprietary rights. LICENSOR shall, to take within thirty (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (9030) days after notice of a substantial thereof, inform LICENSEE how and continuing infringement of to what extent it is pursuing such third party. In the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor shall have the right to take whatever action it event LICENSEE deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rightsbe insufficient, without the LICENSEE shall have, with LICENSOR's prior written consent signed by an officer of the non-controlling party which LICENSOR, such consent shall not to be unreasonably withheld. All monies recovered upon , the final judgment or settlement of any right, in LICENSOR's name, to pursue such suit to enforce the Licensed Patent Rights shallinfringer, after payment of expenses, be retained by the party controlling the enforcement. Each party shall as LICENSEE may reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rightsdeem appropriate; provided, however, each that in the event LICENSEE takes such action in LICENSOR's name, it shall provide LICENSOR prior written notice thereof, shall keep LICENSOR fully informed of the progress thereof and shall act in a reasonable manner at all times in connection with the prosecution thereof. In the event LICENSOR recovers any amounts from such third party as a result of any action taken by LICENSOR, LICENSOR shall deduct therefrom the out-of-pocket legal and related expenses LICENSOR incurred in obtaining such amount, retain a percentage of the remainder equal to the percentage that the royalty fee hereinprovided is of the then current Net Selling Price and remit the rest to LICENSEE. In the event LICENSEE recovers any amounts from such third party as result of any action taken by LICENSEE, such amounts shall be reimbursed treated as a Net Selling Price hereunder, provided that LICENSEE shall deduct therefrom the out-of-pocket legal and related expenses it incurred in obtaining such amounts prior to paying Royalties thereon. LICENSOR may bring and prosecute suits for reasonable expenses, including legal fees, for such cooperationinfringement against others under the Proprietary Rights. LICENSOR shall retain whatever financial recoveries are obtained from said litigation and shall bear all the expenses of the litigation.

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of any Exelixis Patents, Sanofi-Aventis Patents, or Joint Invention Patents by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, [ * ] shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor [ * ] shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If [ * ] fails to bring such an action in whichor proceeding prior to the earlier of: (a) [ * ] following [ * ] receipt of notice of alleged infringement; or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions, [ * ] shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its own choice, and [ * ] shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 10.4, the action or otherwise consent other Party will reasonably assist the enforcing Party (at the enforcing Party’s [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to a judgment Rule 24b-2 of the Securities Exchange Act of 1934, as amended. expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party, and no Third Party having a license under any Exelixis Patent or Joint Invention Patent shall have the right to settle any patent infringement litigation under this Section 10.4 in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights shalllitigation expenses of Sanofi-Aventis and Exelixis, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses[ * ], including legal fees, for such cooperationexcept that [ * ].

Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. AllosIxsys, at its sole expense, shall have the right (but not the obligation) right, at any time and at its sole discretion, to determine the appropriate course of action to enforce the Licensed B&K Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed B&K Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed B&K Patent Rights. Notwithstanding the foregoing, and Ixsys shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing have no obligation to abatx xxx infringement of the Licensed B&K Patent Rights, Allos shall notify Licensor whether Rights or not Allos intends to take file any action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed B&K Patent Rights against each an infringing partyparty in the Territory. Neither Kaufxxxx, Licensor xx Affiliate of Kaufxxxx xxx any Third Party shall have take any action which (a) claims that the right Agreement is invalid and/or (b) seeks or claims damages from Ixsys because Ixsys failed to take whatever abatx xxx infringement of the B&K Patent Rights or to file any action it deems appropriate to enforce the Licensed B&K Patent Rights against any infringing party in the Territory. Kaufxxxx xxxll fully cooperate with Ixsys in the planning and execution of any enforcement action regarding the B&K Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally necessary, Allos may . Ixsys shall be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent entitled to a judgment in such action that results in any grant to the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All receive all monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed B&K Patent Rights; provided, however, each party that if Ixsys receives monies in excess of Ixsys' aggregate costs associated with any such suit to enforce the B&K Patent Rights (including, but not limited to, attorneys' fees and costs), Ixsys shall pay to Kaufxxxx xxx royalties owed to Kaufxxxx xxxsuant to Section 4.4. Ixsys shall reimburse Kaufxxxx xxx reasonable out-of-pocket expenses incurred by Kaufxxxx xx connection therewith; provided, however, that such expenses shall have been approved in advanced, in writing, by Ixsys, which approval shall not be reimbursed for reasonable expenses, including legal fees, for such cooperationwithheld unreasonably.

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of Licensed Compound Patent Rights or Joint Patent Rights through the development, manufacture or sale of an Agreement Product by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, Wyeth shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Exelixis shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If Wyeth fails to bring such an action in whichor proceeding prior to the earlier of (a) [ * ] following Wyeth’s receipt of notice of alleged infringement or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions (the “Filing Deadline”), provided that Wyeth has received notice of the alleged infringement at least [ * ] prior to the Filing Deadline, Exelixis shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. own choice, and Wyeth shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 6.2(c), the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 6.2(c) in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of the non-controlling party which such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights shalllitigation expenses of Wyeth and Exelixis, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses[ * ], including legal feesexcept that [ * ], for such cooperationshall be [ * ].

Enforcement of Patent Rights. Each The party promptly shall notify owning any Patent Rights, and Biosite in the other party case of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allosclaiming a Joint Invention, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed such Patent Rights or otherwise xxxxx the abatx xxx infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed such Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed such Patent Rights, and shall consider, in good faith, the interests of Licensor the other party in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf Biosite does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not xxxxx such from Merck, abatx xxx infringement or file suit to enforce the Licensed Patent Rights claiming a Joint Invention against each at least one infringing party, Licensor Merck shall have the right to take whatever action it deems appropriate to enforce the Licensed such Patent Rights; provided, including bringing however, that, within thirty (30) days after receipt of notice of Merck's intent to file such suit, Biosite shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, by Biosite and Merck as follows: (a) [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] shall be retained by the party controlling that has the enforcementright under the Supply and Distribution Agreement to distribute the Product in the country of such infringement, and (b) [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION] shall be shared by the parties pro rata according to the respective percentages of costs borne by each in such suit. Each party Notwithstanding the foregoing, Biosite and Merck each shall reasonably fully cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of Exelixis Patents [ * ] (collectively, “Enforceable Patents”) through the development, manufacture or sale of a Product by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, Sankyo shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any against such litigation or other enforcement action Third Party with respect to the Licensed Patent RightsEnforceable Patents at its own expense and by counsel of its own choice, and shall consider, in good faith, control the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement progress of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends litigation. If Sankyo desires to take bring an infringement action against such Third Party, but is prevented by law from initiating such an action on its own, Exelixis will bring the alleged infringerclaim on behalf of Sankyo (at Sankyo’s expense), and Sankyo shall be treated as if it brought the action directly. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor Exelixis shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice and Sankyo shall consider all reasonable requests and comments from Exelixis. If Sankyo fails to bring such an action in whichor proceeding within: (i) [ * ] following the notice of alleged infringement; or (ii) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Exelixis shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its own choice, and Sankyo shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 7.3(c), the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party shall have the right to settle any patent infringement litigation under this Section 7.3(c) in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent of such other Party. Except as otherwise agreed to by the non-controlling party which consent shall not be unreasonably withheld. All monies recovered upon the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit to enforce the Licensed Patent Rights shalllitigation expenses of Sankyo and Exelixis, after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed treated as follows: (i) if Sankyo brings and controls the litigation any recovery for reasonable expenses[ * ], including legal feesand, if Exelixis brings and controls the litigation, any recovery for [ * ]; and (ii) any other recovery realized by either Party as a result of such cooperationlitigation [ * ].

Enforcement of Patent Rights. Each party promptly Ligand and WYETH each shall notify the other party of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action use good faith efforts to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofagainst infringers, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter intoconsult with the other Party both prior to and during said enforcement. Upon learning of significant and continuing infringement of such Patent Rights by a third party in the Field, Ligand or permitWYETH, as the settlement case may be, promptly shall provide notice to the other Party in writing of any such litigation or the fact and shall supply the other enforcement Party with all evidence possessed by the notifying Party pertaining to and establishing said infringement(s). Ligand may elect to initiate legal action with respect to the Licensed Patent Rightsa patent owned solely by Ligand against such third party in its sole discretion, and WYETH shall considercooperate fully with Ligand in any such action at its own out-of-pocket expense, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor further provided that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor WYETH shall have the right to take whatever join as a party provided it funds up to one half (1/2) of the costs of such suit. WYETH shall have the right to be represented by legal counsel of its own choosing at its sole expense. If Ligand, within six (6) months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action it deems appropriate against an infringer whose infringing product has a market share larger than thirty percent (30%) of the sales of a competing Product embraced by a valid claim of said Ligand patent in that country, which patent is licensed to enforce the Licensed Patent RightsWYETH hereunder, including bringing upon written notice from WYETH, Ligand shall promptly either: (i) initiate such action; or (ii) authorize WYETH to commence such action. WYETH may elect to initiate legal action with respect to a patent owned jointly or solely by WYETH against such third party in its sole discretion, and controlling Ligand shall cooperate fully with WYETH in any such action at its own expense out-of-pocket expense, further provided that Ligand shall have the right to join as a party provided it funds up to one-half (1/2) of the costs of such suit. Ligand shall have the right to be represented by legal counsel of its own choosing at its sole expense. If WYETH, within six (6) months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than thirty percent (30%) of the sales of a competing Product embraced by a valid claim of said WYETH patent in whichthat country, if legally necessaryupon written notice from Ligand, Allos may be a named plaintiffWYETH shall promptly either: (i) initiate such action; or (ii) authorize Ligand to commence such action. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant Notwithstanding anything to the third party contrary, any settlement of rights under such legal action by the Licensed Patent Rights, without initiating Party shall require the prior written consent of the non-controlling party initiating Party, which consent shall will not be unreasonably withheld. The Party whose Patent Rights allegedly are being infringed shall not be obligated to bring or maintain more than one such suit at any time with respect to claims directed to any one method of manufacture or composition of matter. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, be retained by Ligand and WYETH pro rata according to the party controlling respective percentages of costs borne by each Party in such suit pursuant to this Section 15.5. Notwithstanding the enforcement. Each party foregoing, Ligand and WYETH shall reasonably fully cooperate with the each other party in the planning and execution of any action to enforce the Licensed such Patent Rights; provided, however, each party and shall be reimbursed for reasonable expenses, including legal fees, for join suit if required by law to do so in order to bring such cooperationaction.

Enforcement of Patent Rights. Each party promptly If either Party becomes aware of a suspected infringement of any Exelixis Patents, Sanofi-Aventis Patents, or Joint Invention Patents by a Third Party, such Party shall notify the other party of any infringement known to it of Party promptly, and following such notification, the Licensed Patent Rights and Parties shall provide the other party with the available evidence, if any, of such infringementconfer. Allos, at its sole expense, [ * ] shall have the right (first right, but shall not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereofbe obligated, to take (or refrain from taking) appropriate bring an infringement action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action against such Third Party at its own expense and to enter into, or permit, the settlement by counsel of any such litigation or other enforcement action with respect to the Licensed Patent Rightsits own choice, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty (180) days after receipt of notice Allos does not xxxxx such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor [ * ] shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rightsparticipate in such action, including bringing and controlling at its own expense a legal and by counsel of its own choice. If [ * ] fails to bring such an action in whichor proceeding prior to the earlier of: (a) [ * ] following [ * ] receipt of notice of alleged infringement; or (b) [ * ] before the time limit, if legally necessaryany, Allos may be a named plaintiff. The party controlling set forth in the appropriate laws and regulations for the filing of such actions, [ * ] shall have the right to bring and control any such enforcement action, at its own expense and by counsel of its own choice, and [ * ] shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. If a Party brings an infringement action shall not settle pursuant to this Section 10.4, the action or otherwise consent to a judgment other Party will reasonably assist the enforcing Party (at the enforcing Party’s expense) in such action actions or proceedings if so requested, and will lend its name to such actions or proceedings if required by law in order for the enforcing Party to bring such action. Neither Party, and no Third Party having a license under any Exelixis Patent or Joint Invention Patent shall have the right to settle any patent infringement litigation under this Section 10.4 in a manner that results in any grant to diminishes the third party rights or interests of rights under the Licensed Patent Rights, other Party without the prior written consent [ * ] = 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 non-controlling party which Securities Exchange Act of 1934, as amended. of such other Party, such consent shall not to be unreasonably withheldwithheld or delayed. All monies recovered upon Except as otherwise agreed to by the final judgment or settlement Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any such suit litigation expenses of Sanofi-Aventis and Exelixis, shall be treated as [ * ] and subject to enforce the Licensed Patent Rights shall[ * ] and [ * ] in accordance with [ * ] and [ * ], after payment of expenses, be retained by the party controlling the enforcement. Each party shall reasonably cooperate with the other party except that any recovery in the planning and execution form of any action to enforce the Licensed Patent Rights; provided, however, each party [ * ] shall be reimbursed for reasonable expenses, including legal fees, for such cooperationallocated [ * ] percent ([ * ]%) to Sanofi-Aventis and [ * ] percent ([ * ]%) to Exelixis.

Enforcement of Patent Rights. Each party promptly shall notify Subject to the other party rights of any infringement known to it of the Licensed Patent Rights and shall provide the other party with the available evidenceThe Regents, if any, of such infringement. Allos---------------------------- IRC, at its sole expense, shall have the right (but not the obligation) to determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise xxxxx the infringement thereof, to take (or refrain from taking) appropriate action to enforce the Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor UroGen in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the Licensed Patent RightsIf IRC does not, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if within one hundred eighty twenty (180120) days after of receipt of notice Allos does not from UroGen, xxxxx such the infringement in the Field or file suit to enforce the Licensed Patent Rights against each at least one infringing partyparty in the Field, Licensor UroGen shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent RightsRights in the Field; provided, including bringing however, that, within thirty (30) days after ----------------- receipt of notice of UroGen's intent to file such suit, IRC shall have the right to jointly prosecute such suit and controlling at its own expense a legal action in which, if legally necessary, Allos may be a named plaintiffto fund up to one-half (1/2) the costs of such suit. The party controlling any such enforcement action shall not settle the action or otherwise consent to a an adverse judgment in such action that results in any grant to diminishes the third rights or interests of the non-controlling party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheldother party. All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shallshall be shared, after payment reimbursement of expenses, be retained by IRC and UroGen pro rata --- ---- according to the party controlling respective percentages of costs borne by each in such suit. Notwithstanding the enforcement. Each party foregoing, IRC and UroGen shall reasonably fully cooperate with the each other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided, however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation.