Common use of Infringement and Litigation Clause in Contracts

Infringement and Litigation. 11.1 INO and VGXI are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. INO and VGXI shall consult one another in a timely manner concerning an appropriate response to the infringement. 11.2 INO has the first right and ability to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO or grants any rights to the INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being paid to VGXI, subject to lost royalty due INO based on such infringement. 11.4 VGXI’s rights under Section11.3 are subject to the continuing right of INO to intervene at INO’s own expense and join VGXI in any claim or suit for infringement of the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be shared between INO and VGXI in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 11.5 In any action to enforce any of the INO PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 8.1 Penn and VGXI Targeted are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, Penn Patent Rights which may come to their attention after attention, including notice to the EFFECTIVE DATEother of any certification filed under the United States “Drug Price Competition and Patent Term Restoration Act of 1984”. INO Penn and VGXI Targeted shall consult one another in a timely manner concerning an any appropriate response to the infringementthereto. 11.2 INO has 8.2 With respect to all Penn Patent Rights [*] Targeted shall have the first right and ability right, but not the obligation, to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI Targeted shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO Penn or grants any rights to the INO PATENT RIGHTS Penn Patent Rights (other than to the extent Targeted has the right to grant such rights under this Agreement), without INOPenn’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI each party for its litigation expenditures with additional recoveries being paid to VGXITargeted, subject to lost a royalty due INO Penn based on such infringementthe provisions of Article 4 hereof. 11.4 VGXI’s 8.3 Such rights under Section11.3 are Section 8.2 shall be subject to the continuing right of INO Penn to intervene at INOPenn’s own expense and join VGXI Targeted or its Covered Affiliates, who shall still prosecute, in any claim or suit for infringement of the INO PATENT RIGHTSPenn Patent Rights. Any consideration received by INO Targeted or VGXI its Covered Affiliates in any award or settlement of any claim or suit shall be shared between INO Penn and VGXI Targeted (or such Covered Affiliate) in proportion with each party’s the share of the litigation expenses reasonably incurred by each in such infringement actionaction provided that Penn has paid at least [*] percent ([*]%) of the aggregate amount of such litigation expenses. In the event that Penn does not satisfy the foregoing requirement, financial recoveries from any such litigation will first be applied to reimburse both parties for their litigation expenditures with additional recoveries being paid to Targeted, subject to a royalty due Penn based upon the provisions of Article 4 hereof. 11.5 8.4 If Targeted and the Covered Affiliates fail to prosecute such infringement, Penn shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, financial recoveries will first be applied to reimburse each party for its litigation expenditures with additional recoveries being retained by Penn; provided however, that Penn shall not settle such infringement if such settlement affects Penn Patent Rights other than those specifically at issue in such infringement action without Targeted’s written permission, which shall not be unreasonably withheld. 8.5 In any action to enforce any of the INO PATENT RIGHTSPenn Patent Rights, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO and VGXI are responsible for notifying each (a) Each party will promptly notify the other promptly party in writing of any known infringement or suspected possible infringement of INO PATENT RIGHTS, any of the Licensed Patents which may come to their attention after its attention, including notice of any certification filed under the EFFECTIVE DATEUnited States "Drug Price Competition and Patent Term Restoration Act of 1984". INO The Wistar Institute, Penn, and VGXI Apollon shall consult one another in a timely manner concerning an any appropriate response to the infringementthereto. 11.2 INO has (b) Apollon shall have the first right and ability right, but not the obligation to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI shall Apollon will not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO The Wistar Institute, without The Wistar Institute's written consent, which shall not be unreasonably withheld. In any such settlement or grants any rights compromise, consideration shall be given in good faith to granting the INO PATENT RIGHTS without INO’s prior written permissioninfringer a sublicense under the Licensed Patents on appropriate terms. Financial recoveries from any such litigation will first be applied to reimburse VGXI Apollon for its litigation expenditures expenses with additional recoveries being paid to VGXIApollon. Should an infringer be granted a sublicense, subject The Wistar Institute shall be entitled to lost royalty due INO based on such infringementa portion of any sublicensee fees, as provided in Section 3.3 hereof. 11.4 VGXI’s rights under Section11.3 are subject to the (c) The Wistar Institute and Penn shall have a continuing right of INO to intervene at INO’s The Wistar Institute's or Penn's own expense and to join VGXI Apollon in any claim or suit for infringement of any of the INO PATENT RIGHTSLicensed Patents. Any consideration received by INO or VGXI in Financial recoveries from any award or settlement such litigation shall first be applied to reimburse Apollon, The Wistar Institute, and/or Penn, as the case may be, with additional recoveries paid to Apollon. Should an infringer be granted a sublicense, The Wistar Institute shall be entitled to a portion of any claim or suit sublicensee fees, as provided in Section 3.3 hereof. g:/document/agree/wistar.doc December 19, 1996 (d) If Apollon fails to prosecute such infringement in a timely manner, Penn and/or The Wistar Institute shall each have the right but not the obligation to prosecute such infringement at its own expense. In such event, financial recoveries shall be shared between INO retained entirely by whichever of Penn and/or The Wistar Institute prosecuted such infringement, or if Penn and VGXI in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement actionThe Wistar Institute elect to proceed jointly, as determined by Penn and The Wistar Institute. 11.5 (e) In any action to enforce any of the INO PATENT RIGHTSLicensed Patents, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either a party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 7.1 LEHIGH and VGXI COMPANY are responsible for notifying each other promptly of any known or suspected infringement of INO LEHIGH PATENT RIGHTS, RIGHTS which may come to their attention after attention, [including notice to the EFFECTIVE DATEother of any certification filed under the United States "Drug Price Competition and Patent Term Restoration Act of 1984"]. INO LEHIGH and VGXI COMPANY shall consult one another in a timely manner concerning an any appropriate response to the infringement. 11.2 INO has the first right and ability to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI 7.2 COMPANY may prosecute such infringement at its own expense. However, VGXI shall COMPANY must not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO LEHIGH or grants any rights to the INO LEHIGH TECHNICAL INFORMATION or the LEHIGH PATENT RIGHTS RIGHTS, without INO’s LEHIGH'S prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI COMPANY for its litigation expenditures with additional recoveries being paid to VGXICOMPANY, subject to lost a royalty due INO LEHIGH based on such infringementthe provisions of Article 3. 11.4 VGXI’s 7.3 COMPANY's rights under Section11.3 Section 7.2 are subject to the continuing right of INO LEHIGH to intervene at INO’s LEHIGH's own expense and join VGXI COMPANY in any claim or suit for infringement of the INO LEHIGH PATENT RIGHTS. Any consideration received by INO or VGXI COMPANY in any award or settlement of any claim or suit shall be shared between INO LEHIGH and VGXI COMPANY in proportion with each party’s their share of the litigation expenses reasonably incurred in such infringement action. 11.5 7.4 If COMPANY fails to prosecute any infringement, LEHIGH may prosecute such infringement at its own expense. In such event, financial recoveries will be entirely retained by LEHIGH. 7.5 In any action to enforce any of the INO LEHIGH PATENT RIGHTS, either party, at the request and reasonable expense of the other party, party shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO ▇. ▇▇▇▇▇ and VGXI Amylin are each responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, any Curis Patent and Divided Patent which may come to their attention after attention, including notice to the EFFECTIVE DATE. INO other of any certification filed under the United States “Drug Price Competition and VGXI Patent Term Restoration Act of 1984.” Curis and Amylin shall consult with one another in a timely manner concerning an any appropriate response to the infringementthereto. 11.2 INO has B. Amylin shall have the first right and ability right, but not the obligation, to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI Amylin shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO Curis or grants any rights to the INO PATENT RIGHTS Curis Patents, without INO’s prior Curis’ written permissionpermission which consent will not be unreasonably withheld after due consideration of Curis’ policies pertaining to intellectual property. Financial recoveries from any such litigation will first be applied to reimburse VGXI Amylin for its litigation expenditures with additional recoveries being paid to VGXIAmylin, subject to lost a royalty due INO Curis based on such infringementthe provisions of Section 3 hereof. 11.4 VGXI’s C. Such rights under Section11.3 are of Section 9(B) shall be subject to the continuing right of INO Curis to intervene at INO’s Curis’ own expense and join VGXI Amylin in any claim or suit for infringement of the INO PATENT RIGHTSCuris Patents. Any consideration received by INO or VGXI Amylin in any award or settlement of any claim or suit shall be shared between INO Curis and VGXI Amylin in proportion with each party’s their share of the litigation expenses reasonably incurred in such infringement action. 11.5 D. If Amylin fails to prosecute such infringement, Curis shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, financial recoveries will be entirely retained by Curis. E. In any action to enforce any of the INO PATENT RIGHTSCuris Patents or Divided Patents, either party, at the request and reasonable expense of the other party, party shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 7.1 PENN and VGXI APOLLON are responsible for notifying each other promptly of any known or suspected infringement of INO PENN PATENT RIGHTS, RIGHTS or JOINT PATENT RIGHTS which may come to their attention after attention, including notice to the EFFECTIVE DATEother of any certification filed under the United States "Drug Price Competition and Patent Term Restoration Act of 1984". INO PENN and VGXI APOLLON shall consult one another in a timely manner concerning an any appropriate response to the infringementthereto. 11.2 INO has 7.2 APOLLON shall have the first right and ability right, but not the obligation to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI APOLLON shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO PENN or grants any rights to the INO PENN PATENT RIGHTS or the PENN TECHNICAL INFORMATION, without INO’s prior PENN's written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI APOLLON for its litigation expenditures with additional recoveries being paid to VGXIAPOLLON, subject to lost a royalty due INO PENN based on such infringementthe provisions of ARTICLE 3 hereof. 11.4 VGXI’s 7.3 Such rights under Section11.3 are of Section 7.2 shall be subject to the continuing right of INO PENN to intervene at INO’s PENN's own expense and License Agreement (I)--Apollon/Penn 2 December 1994 version to join VGXI APOLLON in any claim or suit for infringement of the INO PENN PATENT RIGHTS and JOINT PATENT RIGHTS. Any consideration received by INO or VGXI APOLLON in any award or settlement of any claim or suit shall be shared between INO PENN and VGXI APOLLON in proportion with each party’s their share of the litigation expenses reasonably incurred in such infringement action. Financial recoveries from any such litigation will first be applied to reimburse PENN and APOLLON for their litigation expenditures and the portion of the additional recoveries being paid to APOLLON is subject to a royalty due PENN based on the provisions of ARTICLE 3 hereof. 11.5 7.4 If APOLLON fails to prosecute such infringement, PENN shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, financial recoveries will be retained entirely by PENN 7.5 In any action to enforce any of the INO PENN PATENT RIGHTS or the JOINT PATENT RIGHTS, either party, at the request and reasonable expense of the other party, party shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either a party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 7.1 PENN and VGXI COMPANY are responsible for notifying each other promptly of any known or suspected infringement of INO PENN PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. INO PENN and VGXI COMPANY shall consult one another in a timely manner concerning an appropriate response to the infringement. 11.2 INO has the first right and ability to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI 7.2 COMPANY may prosecute such infringement at its own expense. However, VGXI COMPANY shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO PENN or grants any rights to the INO PENN PATENT RIGHTS RIGHTS, without INOPENN’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI COMPANY for its litigation expenditures with additional recoveries being paid to VGXICOMPANY, subject to lost royalty due INO PENN based on such infringement. 11.4 VGXI7.3 COMPANY’s rights under Section11.3 Section 7.2 are subject to the continuing right of INO PENN to intervene at INOPENN’s own expense and join VGXI COMPANY in any claim or suit for infringement of the INO PENN PATENT RIGHTS. Any consideration received by INO PENN or VGXI COMPANY in any award or settlement of any claim or suit shall be shared between INO PENN and VGXI COMPANY in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 11.5 7.4 If COMPANY fails to prosecute any material infringement of PENN PATENT RIGHTS, PENN may prosecute such material infringement at its own expense. In such event, financial recoveries will be entirely retained by PENN. 7.5 In any action to enforce any of the INO PENN PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 6.1 In the event that METAGENICS or GALAGEN determines that any LICENSED PATENT RIGHTS are being infringed in the GALAGEN FIELD OF USE by an unlicensed third party, the knowledgeable party shall immediately notify the other party in writing of the name and VGXI are responsible for notifying each other promptly address of the alleged third party infringer, the alleged acts of infringement, and any known or suspected infringement available evidence of INO PATENT RIGHTSinfringement, which may come to their attention after the EFFECTIVE DATE. INO and VGXI shall consult one another in a timely manner concerning an appropriate response to the any factual evidence supporting such claim of infringement. 11.2 INO has 6.2 In the first right and ability to prosecute a material infringement of INO event that METAGENICS or GALAGEN determines that any LICENSED PATENT RIGHTS at its own expense. In such eventare being infringed in the GALAGEN FIELD OF USE by an unlicensed third party, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with METAGENICS shall have the Commission. 11.3 Provided INO declines to pursue its right to prosecuteinitiate patent infringement litigation in METAGENICS' name against said alleged third party infringer. GALAGEN shall have the right, above section 11.2at GALAGEN's option, then VGXI may prosecute to join as co-plaintiff in such infringement at its own expenselegal action for the purpose of enforcing any claim GALAGEN many have and recovering any damages GALAGEN incurs arising out of the alleged third party infringement. However, VGXI in all circumstances in which METAGENICS elects to initiate legal action involving the alleged third party infringer, such legal action shall be under the sole direction of METAGENICS. METAGENICS shall bear all expenses, including attorney's fees, incurred in connection with such legal action, but GALAGEN agrees to perform all actions as are determined to be reasonably necessary by METAGENICS legal counsel in the conduct of litigation. METAGENICS shall receive any relief obtained by such litigation, including all monetary awards. If, at any time during the term of this Agreement, GALAGEN or METAGENICS shall be unable to uphold the validity of any LICENSED PATENT RIGHTS against an alleged third party infringer, GALAGEN shall not settle have a claim for refund or compromise reimbursement of any such suit in a manner that imposes any obligations or restrictions on INO or grants any rights to the INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being previously paid to VGXI, subject to lost royalty due INO based on such infringementagainst METAGENICS. 11.4 VGXI’s rights under Section11.3 are subject to the continuing right of INO to intervene at INO’s own expense and join VGXI in any claim or suit for infringement of the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be shared between INO and VGXI in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 11.5 In any action to enforce any of the INO PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request 6.3 Upon becoming aware of any third party except infringement or alleged third party infringement of any of the LICENSED PATENT RIGHTS, METAGENICS shall, as may expeditiously as possible and without undue delay, initiate legal action to stop the alleged third party infringing activity of any of the LICENSED PATENT RIGHTS. If the alleged third party infringing activity does not cease or METAGENICS does not initiate legal action to stop the alleged third party infringing activity within sixty (60) days after receiving notification of alleged third party infringing activity from GALAGEN, GALAGEN shall have the right to initiate patent infringement litigation in METAGENICS' name against said alleged third party infringer. Such litigation will be required under the sole direction of GALAGEN, and at GALAGEN's expense, but METAGENICS agrees to perform all actions as are determined to be reasonably necessary by lawful process GALAGEN's legal counsel in the conduct of such litigation, including joining in such litigation. GALAGEN shall receive any relief obtained by such litigation, including all monetary awards. 6.4 In the event that any third party shall bring an action against GALAGEN or its sublicensee(s) for alleged infringement of a court third party intellectual property rights arising out of competent jurisdictionthe manufacture, use or sale of LICENSED PRODUCT(S) subject to royalty hereunder or the practice of LICENSED METHOD(S), GALAGEN shall promptly give written notice to METAGENICS reporting such action. METAGENICS shall provide such assistance, including the furnishing of documents and information and the execution of all necessary documents, as GALAGEN may reasonably require to defend such action. GALAGEN shall bear the costs of its own defense and the outcome of any such charge of infringement. However, during the pendency of such action, if the LICENSED PRODUCT(S) or LICENSED METHOD(S) would not infringe the third party's intellectual property rights but for the inclusion of the methods, apparatus, articles of manufacture, and/or compositions of matter encompassed by one or more claims of the LICENSED PATENT RIGHTS, then GALAGEN and its sublicensee(s) may reduce any royalty payment to METAGENICS by one-half for activity in the country where such action is pending. In the event that GALAGEN or its sublicensee(s) are obligated to pay royalties or make further payments to such third party in order to make, have made, make for others, use, import, offer for sale, sell or otherwise distribute LICENSED PRODUCT(S) or practice LICENSED METHOD(S) in such country, if the LICENSED PRODUCT(S) or LICENSED METHOD(S) would not infringe the third party's intellectual property rights but for the inclusion of the methods, apparatus, articles of manufacture, and/or compositions of matter encompassed by one or more claims of the LICENSED PATENT RIGHTS, then such payments shall be creditable by up to one-half of the amount of royalties payable to METAGENICS with respect to that country. 6.5 METAGENICS and GALAGEN agree to keep each other fully informed as to the progress of any such third party infringement action or settlement discussions pertaining to any such alleged third party infringement initiated in the sole name or joint names of METAGENICS or GALAGEN. 6.6 The party bringing and in control of any third party infringement action or settlement discussions pertaining to any such alleged third party infringement shall have the right to dispose of such third party infringement action or such settlement discussions in a reasonable manner which is consistent with the best interests of METAGENICS and GALAGEN.

Infringement and Litigation. 11.1 7.1 INO and VGXI ONCSD are responsible for notifying each other promptly of any known or suspected infringement of ONCSD PATENT RIGHTS and INO PATENT RIGHTS, respectively, which may come to their attention after the EFFECTIVE DATE. INO and VGXI ONCSD shall consult one another in a timely manner concerning an appropriate response to the infringement. 11.2 INO has the first right and ability to 7.2 ONCSD may prosecute a material infringement of the INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI ONCSD shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO or grants any rights to the INO PATENT RIGHTS RIGHTS, without INO’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI ONCSD for its litigation expenditures with additional recoveries being paid to VGXIONCSD, subject to lost royalty due INO based on such infringement. 11.4 VGXI7.3 INO may prosecute infringement of the ONCSD PATENT RIGHTS at its own expense. INO shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on ONCSD or grants any rights to the ONCSD PATENT RIGHTS, without ONCSD’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse INO for its litigation expenditures with additional recoveries being paid to INO, subject to lost royalty due ONCSD based on such infringement. 7.4 ONCSD’s rights under Section11.3 Section 7.2 are subject to the continuing right of INO to intervene at INO’s own expense and join VGXI ONCSD in any claim or suit for infringement of the INO PATENT RIGHTS. Any consideration received by INO or VGXI ONCSD in any award or settlement of any claim or suit shall be shared between INO and VGXI ONCSD in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 11.5 7.5 INO’s rights under Section 7.3 are subject to the continuing right of ONCSD to intervene at ONCSD’s own expense and join INO in any claim or suit for infringement of the ONCSD PATENT RIGHTS. Any consideration received by INO or ONCSD in settlement of any claim or suit shall be shared between INO and ONCSD in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 7.6 If ONCSD fails to prosecute any material infringement of INO PATENT RIGHTS, INO may prosecute such material infringement at its own expense. In such event, financial recoveries will be entirely retained by INO. 7.7 If INO fails to prosecute any material infringement of ONCSD PATENT RIGHTS, ONCSD may prosecute such material infringement at its own expense. In such event, financial recoveries will be entirely retained by ONCSD. 7.8 In any action to enforce any of the INO PATENT RIGHTS, or the ONCSD PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party party, except as may be required by lawful process of a court of competent jurisdiction. 7.9 INO agrees and covenants not to ▇▇▇ ONCSD for patent infringement for ONCSD’s practice in the ONCSD FIELD based on patents owned or controlled (having rights to ▇▇▇) by INO other than the INO PATENT RIGHTS provided ONCSD has not breached any of its obligations under this Agreement. However, in return, ONCSD agrees not to challenge the validity, ownership, inventorship, or other related right associated with a INO owned or licensed patent. 7.10 ONCSD agrees and covenants not to ▇▇▇ INO for patent infringement for INO’s practice in the INO FIELD based on patents owned or controlled (having rights to ▇▇▇) by ONCSD other than the ONCSD PATENT RIGHTS provided INO has not breached any of its obligations under this Agreement. However, in return, INO agrees not to challenge the validity, ownership, inventorship, or other related right associated with a ONCSD owned or licensed patent.

Infringement and Litigation. 11.1 INO and VGXI are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, which may come to their attention after the EFFECTIVE DATE. INO and VGXI shall consult one another in a timely manner concerning an appropriate response to the infringement. 11.2 INO has the first right and ability to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above in section 11.211.2 above, then VGXI may prosecute such infringement at its own expense. However, VGXI shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO or grants any rights to the INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being paid to VGXI, subject to lost royalty due INO based on such infringement. 11.4 VGXI’s rights under Section11.3 are subject to the continuing right of INO to intervene at INO’s own expense and join VGXI in any claim or suit for infringement of the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be shared between INO and VGXI in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 11.5 In any action to enforce any of the INO PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 8.1 Penn and VGXI Targeted are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, Penn Patent Rights which may come to their attention after attention, including notice to the EFFECTIVE DATEother of any certification filed under the United States “Drug Price Competition and Patent Term Restoration Act of 1984”. INO Penn and VGXI Targeted shall consult one another in a timely manner concerning an any appropriate response to the infringementthereto. 11.2 INO has 8.2 Targeted shall have the first right and ability right, but not the obligation, to prosecute a material infringement of INO PATENT RIGHTS at its own expense. In such event, financial recoveries will be entirely retained by INO. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI Targeted shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO Penn or grants any rights the Penn Patent Rights (other than to the INO PATENT RIGHTS extent Targeted has the right to grant such rights under this Agreement), without INOPenn’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI each party for its litigation expenditures with additional recoveries being paid to VGXITargeted, subject to lost a royalty due INO Penn based on such infringementthe provisions of Article 4 hereof. 11.4 VGXI’s 8.3 Such rights under Section11.3 are Section 8.2 shall be subject to the continuing right of INO Penn to intervene at INOPenn’s own expense and join VGXI Targeted or its Covered Affiliates, who shall still prosecute, in any claim or suit for infringement of the INO PATENT RIGHTSPenn Patent Rights. Any consideration received by INO Targeted or VGXI its Covered Affiliates in any award or settlement of any claim or suit shall be shared between INO Penn and VGXI Targeted (or such Covered Affiliate) in proportion with each party’s the share of the litigation expenses reasonably incurred by each in such infringement actionaction provided that Penn has paid at least [*] percent ([*]%) of the aggregate amount of such litigation expenses. In the event that Penn does not satisfy the foregoing requirement, financial recoveries from any such litigation will first be applied to reimburse both parties for their litigation expenditures with additional recoveries being paid to Targeted, subject to a royalty due Penn based upon the provisions of Article 4 hereof. 11.5 8.4 If Targeted and the Covered Affiliates fail to prosecute such infringement, Penn shall have the right, but not the obligation, to prosecute such infringement at its own expense. In such event, financial recoveries will first be applied to reimburse each party for its litigation expenditures with additional recoveries being retained by Penn; provided however, that Penn shall not settle such infringement if such settlement affects Penn Patent Rights other than those specifically at issue in such infringement action without Targeted’s written permission, which shall not be unreasonably withheld. 8.5 In any action to enforce any of the INO PATENT RIGHTSPenn Patent Rights, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.

Infringement and Litigation. 11.1 INO 7.1 Licensee shall notify Licensor, and VGXI are Licensor shall notify Licensee, promptly in writing of (i) any facts which may affect the validity, scope or enforceability of a Licensed Patent or (ii) any infringement of a Licensed Patent which becomes known to it. The parties shall cooperate with each other in attempting to eliminate the infringement identified by Licensee or Licensor. In the event of infringement by a third party of any Licensed Patents 8 within a Licensee Field or any Non-exclusive Field which Licensee wishes to prosecute, Licensee shall first make a written request to Licensor to resolve such matter. 7.2 If within ninety (90) days after any such notice of any alleged infringement or interference, Licensor has been unsuccessful in persuading the alleged infringer to desist, Licensor shall have the primary right, but shall not be obligated, to defend the Licensed Patents against infringement or interference by other parties in any country in which a Licensed Patent is in effect hereunder, including by 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. Licensor may, in such suit, use the names of Licensor and Licensee as party plaintiffs. Licensor shall be responsible for notifying each other promptly all costs and expenses of any known enforcement activities, including legal proceedings, against infringers which Licensor initiates. Licensee agrees to join in and cooperate with any enforcement proceedings at Licensor's request, and at Licensor's expense, provided that Licensee may be represented by Licensee's counsel in any such legal proceedings, at Licensee's own expense (subject to reimbursement under Section 7.5), acting in an advisory but not controlling capacity. No settlement, consent judgment, or suspected other final, voluntary disposition of any suit brought by Licensor which waives any rights of the Licensed Patents within a Licensee Field, or any Non-exclusive Field in which the Licensee is Doing Business, may be entered into without the prior written consent of Licensee, which consent shall not be unreasonably withheld. Any recoveries in any action brought by Licensee under this Section 7.2 shall be allocated as provided in Paragraph 7.5 hereof. Licensor shall have no legal or contractual obligation to Licensee for its failure to initiate or participate in any such legal action. In the event that a declaratory judgment action alleging the invalidity or non-infringement of INO PATENT RIGHTSthe Licensed Patents shall be brought or raised against Licensee, which may come Licensor shall have the right, but not the obligation, to their attention after intervene and take over the EFFECTIVE DATE. INO and VGXI shall consult one another in a timely manner concerning an appropriate response to the infringementsole defense of such action. 11.2 INO 7.3 If within one hundred twenty (120) days of receipt by Licensor of notification from Licensee of substantial infringement in the Licensee Field or Non-exclusive Field, Licensor has not notified Licensee of its intent to promptly commence an action to terminate the first right and ability to prosecute a material infringement of INO PATENT RIGHTS alleged infringement, then Licensee may institute, in its own name, at its own expense, such litigation or other appropriate action as it may deem necessary to terminate such infringement, provided that Licensee has first given to Licensor thirty (30) days advance notice of its intention to take such action and, provided further, that Licensor has not itself taken appropriate action during such 30-day period, and provided further that if Licensor reasonably believes that such litigation or action would adversely affect Licensor's use of the Licensed Patent in a Non-exclusive Field in which it is then Doing Business, or affects a Licensor Field, and Licensor provides Licensee with its reasonable reason for such belief, then Licensee shall not commence such litigation without Licensor's written consent. Licensor shall be deemed to have consented to such action in the event that Licensor fails to notify Licensee of whether it consents or not within such one hundred twenty (120) days, specifying the reasons therefor. In such eventaddition, financial recoveries will Licensee may name Licensor as a party plaintiff as required by law. 9 7.4 In the event that Licensee shall be entirely retained by INO. *** Certain confidential information in this document has been omitted prosecuting any alleged infringer pursuant to a request Section 7.3, it shall employ counsel reasonably satisfactory to Licensor and shall keep Licensor fully informed of all material developments of such proceedings. Licensee shall be responsible for Confidential Treatment all costs and filed separately with the Commission. 11.3 Provided INO declines to pursue its right to prosecute, above section 11.2, then VGXI may prosecute such infringement at its own expense. However, VGXI shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO or grants any rights to the INO PATENT RIGHTS without INO’s prior written permission. Financial recoveries from any such litigation will first be applied to reimburse VGXI for its litigation expenditures with additional recoveries being paid to VGXI, subject to lost royalty due INO based on such infringement. 11.4 VGXI’s rights under Section11.3 are subject to the continuing right of INO to intervene at INO’s own expense and join VGXI expenses incurred by Licensee in any claim or suit for infringement of the INO PATENT RIGHTS. Any consideration received by INO or VGXI in any award or settlement of any claim or suit shall be shared between INO and VGXI in proportion with each party’s share of the litigation expenses reasonably incurred in such infringement action. 11.5 In any action to enforce any of the INO PATENT RIGHTS, either party, at the request and reasonable expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any enforcement activities, including legal discoveryproceedings, against infringers which Licensee initiates. Licensor agrees to join in and cooperate with any enforcement proceedings at Licensee's request, and at Licensee's expense, provided that Licensor may be represented by Licensor's counsel in any such legal proceedings, at the request Licensor's own expense (subject to reimbursement under Paragraph 7.5), acting in an advisory but not controlling capacity. No settlement, consent judgment, or other final, voluntary disposition of any third party except as suit brought by Licensee which waives any rights within the Licensed Patents or outside of the Licensee Field may be required entered into without the prior written consent of Licensor. In the event that a declaratory judgment action alleging the invalidity or non-infringement of the Licensed Patents shall be brought or raised against Licensee, Licensor shall have the right, but not the obligation, to intervene and take over the sole defense of such action as it relates to the Licensed Patent. Any recoveries in any action brought by lawful process Licensee under this Section 7.4 shall be allocated as provided in Paragraph 7.5 hereof. 7.5 All recoveries by way of a court royalties, damages and claims with respect to infringement actions instituted in claims made (including penalties and interest) (i) prosecuted by Licensor pursuant to Section 7.2, or (ii) prosecuted by Licensee pursuant to Sections 7.3 and 7.4, shall be applied first in satisfaction of competent jurisdictionany unreimbursed expenses (including attorneys' fees) of the party controlling the litigation (which shall be Licensor under Section 7.2 and Licensee under Section 7.3) and next to the other party to the extent of its unreimbursed expenses incurred in its participation and/or cooperation. Any remaining balance of damages shall be distributed (i) in the case of damages respecting the Licensee Fields, ninety percent (90%) to Licensee and ten percent (10%) to Licensor, (ii) in the case of damages respecting any Non-exclusive Field in which neither Licensor nor Licensee is Doing Business, then fifty percent (50%) to Licensor and fifty percent (50%) to Licensee, (iii) in the case of damages respecting any Non-exclusive Field in which both Licensor and Licensee are Doing Business, then in proportion to their respective net revenue for the 12 month period preceding such payment from the Non-exclusive Field in which they are doing business which is related to the damages, and (iv) in the case of damages respecting any Non-exclusive Field in which only one (1) of Licensor or Licensee is doing business, then ninety percent (90%) to the party Doing Business in such Non-exclusive Field and ten percent (10%) to the other party. Licensee shall have no interest in any recovery with respect to infringement actions instituted, commenced and prosecuted by Licensor outside the Licensee Fields or the Non-exclusive Fields.

Infringement and Litigation. 11.1 INO 7.1 Ocure and VGXI Madison Israeli Subsidiary are responsible for notifying each other promptly of any known or suspected infringement of INO PATENT RIGHTS, which Ocure Patents or any misappropriation of Ocure Confidential Information that may come to their attention after the EFFECTIVE DATEattention. INO Ocure and VGXI Madison Israeli Subsidiary shall consult one another in a timely manner concerning an any appropriate response to the infringementthereto. 11.2 INO has 7.2 With respect to any Ocure Patents licensed to Madison Israeli Subsidiary pursuant to this Agreement, Madison Israeli Subsidiary shall have the first right and ability right, but not the obligation to prosecute a material in its own name such infringement of INO PATENT RIGHTS or misappropriation at its own expense, so long as such License is exclusive at the time of the commencement of such action. In Before Madison Israeli Subsidiary commences an action with respect to any infringement of such eventpatents, financial recoveries will be entirely retained by INOMadison Israeli Subsidiary shall give careful consideration to the views of Ocure in making its decision whether or not to ▇▇▇. *** Certain confidential The Madison Israeli Subsidiary shall, or, if relevant, shall make best efforts to ensure that its Affiliate or sublicensee shall, continuously keep Ocure apprised of all developments in the action and shall continuously provide Ocure with full information in this document has been omitted pursuant and copies of all documents relevant to a request for Confidential Treatment and the proceedings, including without limitation, all documents filed separately with the Commission. 11.3 Provided INO declines courts by the parties to pursue its right the legal action(s) and all correspondence with the other parties to prosecutethe proceedings, above section 11.2and shall seek Ocure's input on any substantive submissions or positions taken in the litigation regarding the scope, then VGXI may prosecute such infringement at its own expensevalidity or enforceability of the Ocure Patents. However, VGXI Madison Israeli Subsidiary shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on INO Ocure or grants any rights to the INO PATENT RIGHTS Ocure Patents, without INO’s prior Ocure's advance written permissionconsent. Financial recoveries from any such litigation will first be applied to reimburse VGXI Madison Israeli Subsidiary for its litigation expenditures outside counsel fees and court costs, following which Ocure will be reimbursed for same. After which, any additional recoveries, after the deductions set forth above, will be split 65% to Madison Israeli Subsidiary and 35% to Ocure and the Madison Israeli Subsidiary shall pay Royalties on the portion of the recovery related to sales, or sublicensee consideration payments, on the portion of the recovery not related to sales, with additional recoveries being respect thereof, provided however that if the Madison Israeli Subsidiary notified Ocure that it shall not be prosecuting such infringement, and Ocure initiated proceedings on its own costs and expenses - any recovery obtained in such action shall be paid to VGXIOcure (minus costs and expenses, subject to lost royalty due INO based on such infringementif any, paid by the Madison Israeli Subsidiary). 11.4 VGXI’s 7.3 Madison Israeli Subsidiary's prosecution rights under Section11.3 are Section 7.2 shall be subject to the continuing right of INO Ocure to intervene at INO’s own expense and join VGXI Madison Israeli Subsidiary in any claim or suit for infringement or misappropriation of Ocure Patents. If Ocure elects to join as a party, Ocure shall jointly control the INO PATENT RIGHTSaction with Madison Israeli Subsidiary. Ocure shall retain the right to hire its own counsel, the costs of which are reimbursable as set forth in Section 7.2. Any consideration received by INO or VGXI in any award or settlement of financial recoveries shall be shared equally between Ocure and Madison Israeli Subsidiary. In any claim or suit for infringement of Ocure Patents under Section 7.2, Madison Israeli Subsidiary may request that Ocure join as a party. Madison Israeli Subsidiary shall not join Ocure as a party to any action without Ocure's prior written consent, which shall not be shared between INO and VGXI unreasonably withheld, subject to the following conditions: a) In the event the court or other adjudicating body requires that Ocure be joined as an indispensable party or in proportion with each party’s share some other capacity to establish or maintain standing to an infringement action, Madison Israeli Subsidiary shall immediately notify Ocure of the litigation expenses reasonably incurred same and transmit the corresponding court documents to allow for Ocure to respond as it deems appropriate. If the court or other adjudicating body ultimately maintains such requirement, then Ocure shall consent to joinder, and Madison Israeli Subsidiary may join Ocure, as a party in such infringement action. 11.5 b) Madison Israeli Subsidiary shall reimburse Ocure for any out-of-pocket costs and expenses Ocure incurs, including reasonable attorneys' fees, as part of an action brought by Madison Israeli Subsidiary in which Madison Israeli Subsidiary has requested Ocure join as a party, irrespective of whether Ocure becomes a co-plaintiff. 7.4 If Madison Israeli Subsidiary fails to prosecute such infringement or misappropriation, Ocure shall have the right, but not the obligation, to prosecute such infringement or misappropriation at its own expense. In such event, financial recoveries will be entirely retained by Ocure. 7.5 In any action to enforce any of the INO PATENT RIGHTSOcure Patents, either partyParty, at the request and reasonable expense of the other partyParty, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party Party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction. 7.6 If a declaratory judgment action is brought naming Madison Israeli Subsidiary or Ocure as a defendant and alleging invalidity or unenforceability of any of the Ocure Patents, whether brought as an independently filed declaratory judgment action or as a counterclaim in any infringement-related litigation, Ocure may elect to take over the sole defense of the declaratory judgment action or the declaratory judgment counterclaim portion of the other litigation, at its own expense. Each party shall promptly notify the other party hereto of its receipt of any such allegations. Madison Israeli Subsidiary shall cooperate fully with Ocure in connection with any such defense. 7.7 In the event that Madison Israeli Subsidiary does challenge the validity or enforceability of one or more of the Ocure Patents (or any claims therein), Ocure may, at its option, upon written notice to Madison Israeli Subsidiary: (1) terminate this Agreement or (2) require an augmented royalty of up to two (2) times the Royalties payable under Section 3.1 or equal to 8%.Such challenge of validity or enforceability includes, but is not limited to, actions before the United States Patent and Trademark Office, such as through reexamination. Any challenge by Madison Israeli Subsidiary of the Patents shall be brought in the United States District Court in ▇▇▇▇▇▇ County, Texas, or, when appropriate, the United States Patent and Trademark Office, with at least thirty (30) days written notice to Ocure. Madison Israeli Subsidiary shall pay all of Ocure's reasonable attorneys' fees, costs, and expenses associated with an unsuccessful challenge. A challenge shall be deemed unsuccessful if any claim of a challenged Ocure Patent remains valid and enforceable after the challenge (even when the claim is narrowed in scope). Under no circumstance shall Ocure pay any of Madison Israeli Subsidiary's attorneys' fees, costs, and expenses related to any challenge of one or more of the Ocure Patents.