Common use of General Enforcement Clause in Contracts

General Enforcement. Each Party shall promptly notify the other Party in writing of any actual or suspected infringement of any claim in a Santarus Patent in the GSK Territory, which claim is subject to GSK’s license rights hereunder (including via unauthorized importation into the GSK Territory for sale in the GSK Territory) or is subject to a declaratory judgment action alleging non-infringement or unenforceability. Such notice shall specify in reasonable detail the nature of such actual or suspected infringement or judicial action. GSK shall not give notice (written or other) of infringement of any of the Santarus Patents to any Third Party without Santarus’ prior written consent; provided, however, that GSK may give such notice to a Third Party, without Santarus’ consent but upon [***] prior written notice to Santarus, if (a) Santarus has declined to take steps to axxxx such infringement and GSK has the right to enforce the Santarus Patents against such Third Party infringer as set forth in this Section 8.4.2; or (b) disclosure is required by securities or other Applicable Laws to which GSK is subject; or (c) disclosure is made in the course of a financial audit. Unless the Parties otherwise mutually agree in writing, Santarus shall have the initial right, using counsel of its choice, to enforce the Santarus Patents or defend any declaratory action with respect thereto (an “Enforcement Action”), at its expense, and GSK shall give all reasonable assistance (excluding financial assistance) to Santarus in such Enforcement Action, at Santarus’ expense. However, if (i) Santarus elects in writing not to bring or defend an Enforcement Action with respect to any Licensed Product in the GSK Territory for use in the Field for which GSK has license rights under this Agreement or (ii) within [***] following a written request by GSK to do so and confirmation of facts reasonably supporting existence of such actual or suspected infringement with respect to Licensed Products in the Field and GSK Territory for which GSK has license rights under this Agreement, Santarus fails to bring or defend an Enforcement Action or take other commercially reasonable action to protect the Santarus Patents from such infringement, or to axxxx such infringement (which may in Santarus’ discretion include, without limitation, negotiations for a license (not in conflict with the licenses granted GSK herein) from *** 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. Santarus for the manufacture, use or sale of Licensed Products to be sold outside the GSK Territory), then GSK shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, and with the right to control the course of such Enforcement Action (and Santarus shall provide all reasonable assistance, other than financial, to GSK for such Enforcement Action, at GSK’s expense, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Santarus shall have the right to join and participate in the Enforcement Action whether or not such joinder is requested by GSK).

General Enforcement. Each Party shall promptly notify the other Party in writing of any actual or suspected infringement of any claim in a Santarus Patent in the GSK Field in the Territory, which claim is subject to GSKNorgine’s license rights hereunder (including via unauthorized importation into the GSK Territory for sale in the GSK Territory) or is subject to a declaratory judgment action alleging non-infringement or unenforceability. Such notice shall specify in reasonable detail the nature of such actual or suspected infringement or judicial action. GSK Norgine shall not give notice (written or other) of infringement of any of the Santarus Patents to any Third Party without Santarus’ prior written consent; provided, however, that GSK Norgine may give such notice to a Third Party, without Santarus’ consent but upon [***] days’ prior written notice to Santarus, if (a) Santarus has declined to take steps to axxxx xxxxx such infringement in the Field in the Territory and GSK Norgine has the right to enforce the Santarus Patents against such Third Party infringer as set forth in this Section 8.4.2; or (b) disclosure is required by securities or other Applicable Laws to which GSK Norgine is subject; or (c) disclosure is made confidentially (as allowed under Applicable Laws) in the course of a financial audit. Unless the Parties otherwise mutually agree in writing, Santarus shall have the *** 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. initial right, using counsel of its choice, to enforce the Santarus Patents in the Field in the Territory or defend any declaratory action with respect thereto in the Territory (an “Enforcement Action”), at its expense, and GSK Norgine shall give all reasonable assistance (excluding financial assistance) as requested by Santarus to Santarus in such Enforcement Action, at Santarus’ expense. However, if (i) Santarus elects in writing not to bring or defend an Enforcement Action with respect to any Licensed Product in the GSK Territory for use in the Field for which GSK Norgine has license rights under this Agreement or (ii) within [***] days following a written request by GSK Norgine to do so and confirmation of facts reasonably supporting existence of such actual or suspected infringement with respect to Licensed Products in the Field and GSK Territory for use in the Field for which GSK Norgine has license rights under this Agreement, Santarus fails to bring or defend an Enforcement Action or take other commercially reasonable action to protect the Santarus Patents from such infringement, or to axxxx xxxxx such infringement (which may in Santarus’ discretion include, without limitation, negotiations for a license (not in conflict with the licenses granted GSK Norgine herein) from *** 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. Santarus for the manufacture, use or sale of Licensed Products to be sold outside the GSK TerritorySantarus), then GSK Norgine shall have the right, at its sole discretion, to institute an Enforcement Action in the Field in the Territory in its own name using counsel of its choice, at its own expense, and with the right to control the course of such Enforcement Action (and Santarus shall provide all reasonable assistance, other than financial, to GSK Norgine for such Enforcement Action, at GSKNorgine’s expense, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Santarus shall have the right to join and participate in the Enforcement Action whether or not if such joinder is not requested by GSKNorgine or otherwise required at its own cost and expense).

General Enforcement. Each Party shall promptly notify the other Party in writing of any actual or suspected infringement of any claim in a Santarus Patent Patents in the GSK Territory, which claim is subject to GSK’s license rights hereunder Territory (including via unauthorized importation into the GSK Territory for sale in the GSK Territory) or upon receiving notification that a Santarus Patent is subject to a declaratory judgment action alleging non-infringement infringement, invalidity or unenforceability. Such notice , which notification shall specify in reasonable detail the nature of such actual or suspected infringement or judicial action. GSK Schering shall not give notice (written or other) of infringement of any of the Santarus Patents to any Third Party other than a consultant or advisor under contract to Schering (and bound by reasonable obligations of confidentiality) without Santarus’ prior written consent; provided, however, that GSK Schering may give such notice to a Third Party, without Santarus’ consent but upon [***] thirty (30) days prior written notice to SantarusSantarus (or, if shorter, as much advance written notice is as is reasonably practicable), if: (a) Santarus has declined to take steps to axxxx such infringement and GSK Schering has the right to enforce the Santarus Patents against such Third Party infringer as set forth in this Section 8.4.26.4.2; or (b) disclosure is required by securities or other Applicable Laws laws to which GSK Schering is subject; or (c) disclosure is made in the course of a financial audit. Unless the Parties otherwise mutually agree in writingagree, Santarus shall have the initial right, using counsel of its choice, to enforce the Santarus Patents or defend any declaratory action with respect thereto (an “Enforcement Action”)thereto, at its expense, and GSK Schering shall give all reasonable assistance (excluding financial assistance) to Santarus in such Enforcement Actionaction, at Santarus’ expense. However, if if, (i) Santarus elects in writing not to bring or defend an Enforcement Action with respect to any Licensed Product in the GSK Territory for use in the Field for which GSK has license rights under this Agreement or (iiA) within [***] days following a written request by GSK Schering to do so and confirmation of facts reasonably supporting existence of such actual or suspected infringement with respect to Licensed Products in the Field and GSK Territory for which GSK has license rights under this Agreementinfringement, Santarus fails to bring or defend an Enforcement Action infringement suit or take other commercially reasonable action to protect the Santarus Patents from such infringement, or to axxxx such infringement (which may in Santarus’ discretion include, without limitation, negotiations for a license (not in conflict with the licenses granted GSK herein) from *** 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. in Santarus’ discretion include, without limitation, negotiations for a license (not in conflict with the licenses granted Schering herein) from Santarus for the manufacture, use or sale of Licensed Prescription Products or Products to be sold outside the GSK Territory)) and/or (B) Santarus elects not to defend, or continue defending, a declaratory judgment action regarding the Santarus Patents, in each case arising from an infringement or threatened infringement with respect to Licensed Products in the Field and Territory, then GSK Schering shall have the right, at its sole discretion, to institute an Enforcement Action such suit or take other appropriate action in its own the name of either itself or both Parties using counsel of its choice, at its own expense, and with the right to control the course of such Enforcement Action action (and Santarus shall provide all reasonable assistance, other than financial, to GSK Schering for such Enforcement Actionaction, at GSKSchering’s expense, including joining such Enforcement Action action if necessary to maintain the Enforcement Actionsuch action, and Santarus shall have the right to join and participate in the Enforcement Action such action whether or not such joinder is requested by GSKSchering).

General Enforcement. Each Party shall promptly notify the other Party in writing of any actual or suspected infringement of any claim in a Santarus Patent in the GSK Territory, which claim is subject to GSK’s license rights hereunder (including via unauthorized importation into the GSK Territory for sale in the GSK Territory) or is subject to a declaratory judgment action alleging non-infringement or unenforceability. Such notice shall specify in reasonable detail the nature of such actual or suspected infringement or judicial action. GSK shall not give notice (written or other) of infringement of any of the Santarus Patents to any Third Party without Santarus’ prior written consent; provided, however, that GSK may give such notice to a Third Party, without Santarus’ consent but upon [***] thirty (30) days’ prior written notice to Santarus, if (a) Santarus has declined to take steps to axxxx xxxxx such infringement and GSK has the right to enforce the Santarus Patents against such Third Party infringer as set forth in this Section 8.4.2; or (b) disclosure is required by securities or other Applicable Laws to which GSK is subject; or (c) disclosure is made in the course of a financial audit. Unless the Parties otherwise mutually agree in writing, Santarus shall have the initial right, using counsel of its choice, to enforce the Santarus Patents or defend any declaratory action with respect thereto (an “Enforcement Action”), at its expense, and GSK shall give all reasonable assistance (excluding financial assistance) to Santarus in such Enforcement Action, at Santarus’ expense. However, if (i) Santarus elects in writing not to bring or defend an Enforcement Action with respect to any Licensed Product in the GSK Territory for use in the Field for which GSK has license rights under this Agreement or (ii) within [***] ninety (90 days following a written request by GSK to do so and confirmation of facts reasonably supporting existence of such actual or suspected infringement with respect to Licensed Products in the Field and GSK Territory for which GSK has license rights under this Agreement, Santarus fails to bring or defend an Enforcement Action or take other commercially reasonable action to protect the Santarus Patents from such infringement, or to axxxx xxxxx such infringement (which may in Santarus’ discretion include, without limitation, negotiations for a license (not in conflict with the licenses granted GSK herein) from *** 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. Santarus for the manufacture, use or sale of Licensed Products to be sold outside the GSK Territory), then GSK shall have the right, at its sole discretion, to institute an Enforcement Action in its own name using counsel of its choice, at its own expense, and with the right to control the course of such Enforcement Action (and Santarus shall provide all reasonable assistance, other than financial, to GSK for such Enforcement Action, at GSK’s expense, including joining such Enforcement Action if necessary to maintain the Enforcement Action, and Santarus shall have the right to join and participate in the Enforcement Action whether or not such joinder is requested by GSK).