Common use of Enforcement of Patents Clause in Contracts

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between In the Partiesevent that either Lilly or Sepracor becomes aware of any infringement of any issued patent within the Sepracor Patent Rights, (i) Prosecuting which infringement involves Product, it will notify the other Party pursuant in writing to 6.2.2 that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Sepracor shall use reasonable efforts to obtain a discontinuance of such infringement, which may include filing suit, against the third party infringer. Sepracor shall bear all expense of any suit brought by it Lilly shall have the first right, but not prior to commencement of the obligationtrial, suit or action brought by Sepracor, to prosecute join any Infringement with respect to such suit or action, and in such event shall pay one-half of the Exclusive Licensed Patents including as a defense costs of such suit or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choiceaction. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes that Lilly has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of Lilly. In the event that Lilly has not joined the suit or action, Lilly will reasonably cooperate with Sepracor in preparing and presenting any such Infringement in the Field in the Territory, Licensee suit or action and shall have the right to join as a party to such claim, suit or proceeding consult with Sepracor and participate with be represented by its own counsel at Lilly's own expense. Any recovery or damages derived from a suit which Lilly has joined and shared costs shall be used first to reimburse each of Sepracor and Lilly for its sole cost documented out-of-pocket legal expenses relating to the suit, with any remaining compensatory damages to be treated as Net Sales and expense; provided that MedImmune any punitive damages to be shared equally by the parties. Any recovery or damages derived from a suit which Lilly has not joined shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewithbe retained by Sepracor. If the Enforcing Party or its designee third party continues to infringe and Sepracor does not take commercially reasonable steps to prosecute an Infringement in the Field (x) initiate such action within [***] days following of the first date of notice provided above with respect referred to such Infringement or (y) provided such date occurs after in the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes firstimmediately preceding paragraph, then (1) Lilly may at its option initiate and control action or bring suit against the Enforcing Party third party infringer. Lilly shall so notify bear all the non-Enforcing Party costs and (2) subject to any rights expenses of any Third Parties under any In-License Agreements (such action or other applicable Third Party agreements existing as of the Effective Date) suit. Sepracor shall cooperate with Lilly in preparing and upon the Enforcing Party’s written consent (presenting such consent not to be unreasonably withheldaction or suit, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole provided that Lilly shall reimburse all Sepracor's direct cost and expenseexpenses, whereupon the non-Enforcing Party including direct costs of time spent by Sepracor employees, incurred in providing such cooperation. Any recovery or damages derived from such an action or suit shall be deemed the Enforcing Party with respect to such Infringementretained by Lilly.

Enforcement of Patents. As between (a) If either Party considers that any Aventis Patent claiming an Alliance Compound, Alliance Product, Alliance Terminated Compound or Targacept Licensed Product, or the Partiesmanufacture or use thereof, (i) Prosecuting is being infringed by Third Party’s activities in the Field, it shall notify the other Party pursuant to 6.2.2 and provide it with any evidence of such infringement which is reasonably available. Aventis shall have the first right, but not the obligation, opportunity at its own expense to prosecute any Infringement with respect attempt to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technologyremove such infringement by commercially appropriate steps, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, filing an infringement suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewithtaking other similar action. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right that Aventis fails to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable appropriate steps with respect to prosecute an Infringement in infringement that is likely to have a material adverse effect on the Field sale of Alliance Products (xor Targacept Licensed Products, as the case may be) within [********] days following notice of such infringement, Targacept shall have the first notice right to do so at its expense; provided above that (i) if Aventis has commenced negotiations with an alleged infringer of the patent for discontinuance of such infringement within such [********] period, Aventis shall have an additional [********] to conclude its negotiations before Targacept may bring suit for such infringement and (ii) notwithstanding the foregoing, in the case of an Alliance Terminated Compound licensed by Targacept under Section 5.2(c) or a Targacept Licensed Product, Targacept shall have all of the rights of Aventis set forth in this Section 8.3 with respect to such Infringement Alliance Terminated Compound or (y) provided such date occurs after Targacept Licensed Product and Aventis shall have all of the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement Targacept set forth in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party this Section 8.3 with respect to such InfringementAlliance Terminated Compound or Targacept Licensed Product. If required by law for the prosecuting Party to prosecute any suit referred to in this Section 8.3, the other Party shall join such suit as a party, at the prosecuting Party’s expense. In no event shall either Party be required to enforce any Patent Right against more than one entity or in more than one country at any one time.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Insmed shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed AstraZeneca Patents, Insmed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyJoint Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmuneInsmed’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.38.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune Insmed prosecutes any such Infringement in the Field in the Territory, Licensee AstraZeneca shall have the right to join as and shall join if it is a necessary party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune Insmed shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee AstraZeneca prosecutes any such Infringement in the Field in the Territory, MedImmune Insmed shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may Party shall, at its sole cost and expense, have the right in its sole discretion to prosecute such alleged or threatened infringement in the Field at its sole cost and expenseor take other appropriate action in the name of either Party or both Parties, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 the Parties shall have the first right, but not the obligation, coordinate with each other to prosecute any Infringement in the Territory with respect to the Exclusive Nabriva Patents that claim the composition of matter of the Licensed Patents Compound or any Licensed Product, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole and share the cost and expense, using counsel of Prosecuting Party’s choice and ; (ii) MedImmune Nabriva shall have the sole first right, but not the obligation, to prosecute Infringement with respect to any other Nabriva Patents in the Non-Exclusive Licensed TechnologyTerritory or Joint Patents outside the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmuneNabriva’s own cost and expenses, using counsel of its choice; (iii) Licensee shall have the first right, but not the obligation, to prosecute Infringement with respect to the Licensee Patents worldwide or Joint Patents in the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Licensee’s sole cost and expense, using counsel of its choice, and any recovery realized as a result of such a prosecution action shall be subject to Clause 6.3(d) (Recovery). For purposes of this Section 6.3Clause 6.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” . In the event MedImmune Nabriva prosecutes any such Infringement in the Field in the TerritoryTerritory pursuant to (ii) above, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune Nabriva shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territorypursuant to (iii) above, MedImmune Nabriva shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field under (xii) or (iii) above (A) within [***] days following the first notice provided above with respect to such Infringement or (yB) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1i) the Enforcing Party shall so notify the non-Enforcing Party and (2ii) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between If any patent included in the PartiesIntellectual Property is infringed by a third party, (i) Prosecuting Party pursuant the party to 6.2.2 this Agreement first having knowledge of such infringement shall promptly notify the other party in writing. Such notice shall provide details of such infringement. Assignee shall have the first primary right, but not the obligation, to institute, prosecute or control any Infringement action or proceeding with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense, using counsel of its choice. For purposes of this Section 6.3, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune prosecutes any such Infringement infringement in the Field in the Territory, Licensee using counsel (good faith cooperation) of its choice at its expense. Assignor shall have the right to join as a party participate in such action and to such claim, suit be represented by counsel of its choice at its expense. If Assignee fails to bring an action or proceeding and participate with its own counsel at its sole cost and expense; provided within a period of ninety (90) days after having knowledge of that MedImmune shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune infringement then Assignor shall have the right to join bring and control any such action by counsel of its own choice, at its expense, and the Assignee shall have the right to participate in such action by counsel of its choice at its expense. If a party brings any action or proceeding hereunder, the other party agrees to be joined as a party plaintiff and to such claimgive the party bringing the action reasonable assistance and authority to control, file and prosecute the suit as necessary. If Assignee accepts its primary right to institute, prosecute or control any action or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement an infringement under this section, Assignee shall be entitled to the damages or (y) provided such date occurs after other monetary awards recovered in the action. If Assignor brings or controls an action pursuant to this section, Assignor’s costs and expenses shall be reimbursed first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (damages or other applicable Third Party agreements existing as monetary awards recovered in favor of the Effective Dateparties. Any remaining damages shall be split fifty percent (50%) to Assignor and upon the Enforcing Partyfifty percent (50%) to Assignee. Any action brought or controlled by Assignor shall not be disposed of or settled by Assignor without Assignee’s written consent (such consent consent, which shall not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between Upon learning of the Partiespossible infringement of any of the Licensed Patents by a third party, (i) Prosecuting Party pursuant each party shall inform the other party of that fact, and shall supply the other party with any evidence available to 6.2.2 it pertaining to the infringement. Licensee shall have the first right, right (but not the obligation) to defend the Licensed Patents against infringement or interference by any third party at its own expense and in the name of Licensor and Yale, including bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference. Licensee may settle any such actions solely at its own expense and through counsel of its selection; provided, however, that Yale and Licensor shall be entitled in each instance to prosecute participate through counsel of their own selection at their own expense and any Infringement settlement shall not be entered without Yale’s prior written consent which shall not be unreasonably withheld or delayed. Neither Yale nor Licensor shall have any obligation or responsibility with respect to the Exclusive Licensed Patents including any such actions unless legally required to participate, except to provide reasonable assistance to Licensee as a defense or counterclaim requested, and Licensee shall reimburse Licensor and Yale for their out-of-pocket expenses in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed Technology, including such requested assistance. Any recovery obtained as a defense result of such action, whether by judgment, award, decree or counterclaim settlement, shall first be applied to reimbursement of each party’s reasonable out-of-pocket expenses in connection with bringing such suit or proceeding (including any Third Party Infringement Claimadvisory counsel), at MedImmune’s sole cost and expenseLicensee shall be entitled to retain the balance, using counsel of its choice. For purposes of this Section 6.3if any; provided, that, the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent excess of such recoveries over such expenses shall be included in Licensee’s Net Sales for the “Enforcing Party.” purpose of determining Royalties payable herein. In the event MedImmune prosecutes any Licensee fails to initiate and pursue or participate in such Infringement in the Field in the Territorylegal action within sixty (60) days, Licensee both Yale and Licensor shall have the right to join initiate legal action at their own expense to uphold the Licensed Patents against third parties in the name of Licensee, in which case, Licensee shall provide reasonable assistance to Yale and Licensor as requested, and the party or parties initiating legal action shall reimburse Licensee for its out-of-pocket expenses in connection with any such requested assistance. Yale or Licensor, as the case may be, may settle any such actions solely through counsel of its selection; provided, however, that any settlement that concerns the validity or scope of any Licensed Patents shall not be entered without Licensee’s prior written consent which shall not be unreasonably withheld or delayed. Any recovery obtained as a party result of such action, whether by judgment, award, decree or settlement, shall first be applied to reimbursement of each party’s reasonable out-of-pocket expenses in bringing such claim, suit or proceeding (including any advisory counsel), and participate with its own counsel at its sole cost and expense; provided that MedImmune the party or parties initiating such action shall be entitled to retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limitbalance, if any, set out in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 ArQule shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed ArQule Patents, ArQule Invention Patents, and Compound-Specific Invention Patents globally, and Joint Patents outside the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s ArQule's sole cost and expense, using counsel of Prosecuting Party’s ArQule's choice and (ii) MedImmune Licensee shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyLicensee Patents and Licensee Invention Patents globally, and Joint Patents in the Territory, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s Licensee's sole cost and expense, using counsel of its choice. For purposes of this Section 6.3Clause 6.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” . In the event MedImmune ArQule prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune ArQule shall retain control Control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune ArQule shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control Control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (xA) within [***] * days following the first notice provided above with respect to such Infringement or (yB) provided such date occurs after the first such notice of such Infringement is provided, [***] * Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1I) the Enforcing Party shall so notify the non-Enforcing Party and (2II) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyAstraZeneca Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense[***], using counsel of its Licensee’s choice. For purposes of this Section 6.35.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune Licensee prosecutes any such Infringement in the Field in the Territory, Licensee AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that MedImmune Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee AstraZeneca prosecutes any such Infringement in the Field in the Territory, MedImmune Licensee shall have the right to join as a party to such [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that Licensee AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense[***], whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents AstraZeneca Patents, including as a defense defence or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting PartyLicensee’s sole cost and expense, using counsel of Prosecuting PartyLicensee’s choice and (ii) MedImmune shall have the sole right, but not the obligation, choice. If Licensee declines to prosecute any Infringement with respect to the Non-Exclusive Licensed TechnologyAstraZeneca Patent, including as a defense or counterclaim in connection with any Third Party Infringement Claim, AstraZeneca may prosecute such infringement at MedImmune’s sole its own cost and expense, using counsel of its choice. For purposes of this Section 6.35.3, the Party prosecuting any Infringement pursuant to the foregoing sentence sentences with respect to a Patent shall be the “"Enforcing Party.” " In the event MedImmune AstraZeneca prosecutes any such Infringement in the Field in the Territory, Licensee shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that MedImmune AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense defence or defense defence of any counterclaim raised in connection therewith. In the event Licensee prosecutes any such Infringement in the Field in the Territory, MedImmune AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense; provided that Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense defence or defense defence of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, []. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***] Business Days before the time limit, if any, set out in appropriate laws Text Omitted and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective DateFiled Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing may prosecute such alleged or threatened infringement in the Field at its sole cost and expense, whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.240.24b-2

Enforcement of Patents. As between the Parties, (i) Prosecuting Party pursuant to 6.2.2 Licensee shall have the first right, but not the obligation, to prosecute any Infringement with respect to the Exclusive Licensed Patents including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Prosecuting Party’s sole cost and expense, using counsel of Prosecuting Party’s choice and (ii) MedImmune shall have the sole right, but not the obligation, to prosecute Infringement with respect to the Non-Exclusive Licensed TechnologyAstraZeneca Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at MedImmune’s sole cost and expense[***], using counsel of its Licensee’s choice. For purposes of this Section 6.35.3 (Enforcement of Patents), the Party prosecuting any Infringement pursuant to the foregoing sentence with respect to a Patent shall be the “Enforcing Party.” In the event MedImmune Licensee prosecutes any such Infringement in the Field in the Territory, Licensee AstraZeneca shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that MedImmune Licensee shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. In the event Licensee AstraZeneca prosecutes any such Infringement in the Field in the Territory, MedImmune Licensee shall have the right to join as a party to such CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. claim, suit or proceeding and participate with its own counsel at its sole cost and expense[***]; provided that Licensee AstraZeneca shall retain control of the prosecution of such claim, suit or proceeding, including the response to any defense or defense of any counterclaim raised in connection therewith. If the Enforcing Party or its designee does not take commercially reasonable steps to prosecute an Infringement in the Field (x) within [***] days following the first notice provided above with respect to such Infringement or (y) provided such date occurs after the first such notice of such Infringement is provided, [***] Business Days before the time limit, if any, set out forth in appropriate laws and regulations for filing of such actions, whichever comes first, then (1) the Enforcing Party shall so notify the non-Enforcing Party and (2) subject to any rights of any Third Parties under any In-License Agreements (or other applicable Third Party agreements existing as of the Effective Date) and upon the Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed), the non-Enforcing Party may prosecute such alleged or threatened infringement in the Field at its sole cost and expense[***], whereupon the non-Enforcing Party shall be deemed the Enforcing Party with respect to such Infringement.