Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. Genetronics and Ethicon shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.

Infringement by Third Parties. Genetronics and Ethicon If either party hereto becomes aware that any Reliant Patent Rights are being or have been infringed by any third party, such party shall promptly notify the other party hereto in writing of describing the facts relating thereto in reasonable detail. Reliant shall have the initial right, but not the obligation, to institute, prosecute and control any alleged action, suit or threatened proceeding (an "ACTION") with respect to such infringement of Reliant Patent Rights, including defending any patent included in declaratory judgment action, at its expense, using counsel of its choice. In the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate event that such infringement without litigation. Genetronics relates to any Product, SLT shall have the right to bring and control participate in any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rightssuch Action, at its own expense and by expense, using counsel of its own choice, and Ethicon shall have the right to be represented . Any amounts recovered from third parties in any such action, at its own expense Action shall be used first to fully reimburse Reliant and by counsel of its own choiceSLT for their costs associated with such Action (including attorneys' and expert fees) and any remainder shall be divided equally between the parties. In the event If Reliant does not initiate or defend any patent included in the Joint Action involving Reliant Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right that involves infringement relating to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding Product within (a) 90 days following the after receiving notice of any alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon then SLT shall have the right, but not the obligation, to initiate and control such an Action, and Reliant shall cooperate reasonably with SLT, at SLT's request, in connection with any such Action. Reliant shall have the right to bring and control participate in any such actionAction, at its own expense and by expense, using counsel of its own choice. Any amounts recovered in such Action shall be used first to reimburse SLT and Reliant for the expenses incurred in connection with such Action (including attorneys' and expert fees), and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized that a court of competent jurisdiction designates as a result of such litigation, after reimbursement of lost profits shall be considered Net Sales subject to royalties hereunder and any litigation expenses of Genetronics and Ethicon, remainder shall belong to Genetronicsbe divided between the parties equally.

Infringement by Third Parties. Genetronics and Ethicon If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product ("Competitive Product Infringement"), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing writing. The notice shall set forth the facts of any alleged or threatened that infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become awarereasonable detail. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics GENE shall have the right primary right, but not the obligation, to bring and institute, prosecute or control any action or proceeding with respect to such infringement of any patent included a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the Genetronics Patent Rightsworld both within and outside of the Field, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) Biosearch shall have the right to bring participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such patentinfringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. Solely within the Territory with respect to Biosearch Patents other party than Joint Patents and anywhere in the World with respect to Joint Patents, GENE shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and to be represented in by counsel of its own choice therein. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the "Responsible Party") fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Responsible Party shall have the right to bring participate in such action and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event If a party Responsible Party brings an infringement actionany such action or proceeding hereunder, the other Party agrees to be joined as a party shall cooperate fullyplaintiff and to give the Responsible Party reasonable assistance and authority to control, including if required to bring such action, file and prosecute the furnishing suit as necessary. The costs and expenses of a power of attorney. Neither party shall have the right to settle any patent infringement litigation Party bringing suit under this Section 10.5 (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in a manner that diminishes the rights or interests favor of the Parties. Any remaining damages shall be split in accordance with each Party's interest therein. No settlement or consent judgment or other party voluntary final disposition of a suit under this Section 10.5(a) may be entered into without the joint consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Biosearch and Ethicon, shall belong to GenetronicsGENE.

Infringement by Third Parties. Genetronics and Ethicon In the event that Novavax or the Company becomes aware of or has reasonable suspicions of third party activities in the Territory that could constitute infringement of the Novavax Patents or Patents that issue from Developed Know-How in the Territory, or with respect to ROW Patents anywhere in the world, or misappropriation of the Novavax Know-How or Developed Know-How in the Territory, or with respect to Developed Know-How any that is subject to the license granted to Novavax in Section 2.2 anywhere in the world (“ROW Know-How”), then such party shall promptly notify the other in writing parties of any alleged or threatened infringement such third party activities, including identification of any patent included in the Genetronics Patent Rights or third party and delineation of the Joint Patent Rights of which they become awarefacts relating to such third party activities. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics The Company shall have the right (but shall not be obligated) to bring enforce the Novavax Patents, Novavax Know-How and control Developed Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rightsagainst such third party), at its own expense and by counsel of its own choice, and Ethicon the Company’s sole expense. Novavax shall have the right (but shall not be obligated) to be represented enforce the ROW Patents and ROW Know-How within the scope of the licenses granted to Novavax in Section 2.2 against any such action, at its own expense and by counsel of its own choice. In actual or alleged infringement or misappropriation thereof outside the event any patent included in the Joint Patent Rights is infringed Territory by a Third Partythird party (by bringing a suit, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to against such patentthird party), and at Novavax’s sole expense. If the other party shall have Company does not enforce the right to be represented in any such action Novavax Patents or Know-How by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (ai) 90 one hundred (100) days following the notice of alleged infringement or (bii) 10 thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actionsan action, whichever comes first, Ethicon then Novavax shall have the right (but not the obligation) to bring enforce the Novavax Patents and control Novavax Know-How against any actual or alleged infringement or misappropriation thereof in the Territory by a third party (by bringing a suit, action or proceeding against such party), at THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Novavax’s sole expense. The non-prosecuting party shall reasonably cooperate with the prosecuting party in such enforcement activities, at the prosecuting party’s expense, including by agreeing to be named as a party to (or bringing in its own name) such suit, action or proceeding for the benefit of the non-prosecuting party if required for such enforcement action to proceed. The prosecuting party shall keep the non-prosecuting party reasonably informed regarding any such actionenforcement action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting party related to such suit, at its own expense and action or proceeding. All recoveries received by counsel of its own choice, and Genetronics shall have the right to be represented in prosecuting party from any such action, at its own expense and enforcement action shall be retained by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other prosecuting party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.

Infringement by Third Parties. Genetronics Proprius and Ethicon ORGENTEC shall promptly notify the other in writing of any alleged or threatened infringement of any patent included Patent Right in the Genetronics Patent Rights or Field in the Joint Patent Rights Territory of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics Proprius shall have the right first right, but not the obligation, to bring and control any action or proceeding with respect to infringement of any patent included Patent Right in the Genetronics Patent Rights, Field in the Territory at its own expense and by counsel of its own choice, and Ethicon ORGENTEC shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Proprius fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon ORGENTEC shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Proprius shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement actionaction in the Field in the Territory in accordance with this Section 5.4, the other party shall cooperate fully, including including, if required to bring such action, the furnishing of a power of attorneyattorney or being named as a party. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 5.4 relating to any Patent Right in a manner that diminishes the rights or interests of Field in the other party Territory without the prior written consent of such other party, which shall not be unreasonably withheld, conditioned or delayed. In [***] *** Certain information on this page has been omitted and filed separately with the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Securities and Ethicon, shall belong Exchange Commission. Confidential treatment has been requested with respect to Genetronicsthe omitted portions.

Infringement by Third Parties. Genetronics Xxxxxx Xxxxx and Ethicon Cypress shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of the Trademarks or any patent included in challenge to Xxxxxx Xxxxx'x ownership of or Cypress' and/or its sub-licensees' right to use the Genetronics Patent Rights or the Joint Patent Rights Trademarks of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Xxxxxx Xxxxx shall have the sole right to bring and control any action or proceeding with respect to infringement of any patent included in of the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, Trademarks at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included of the Trademarks in the Genetronics Patent RightsLicensed Territory, if Genetronics Xxxxxx Xxxxx fails to bring an action or proceeding within (a) 90 60 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Cypress shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Xxxxxx Xxxxx shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes 1.6(a) relating to the rights or interests Trademarks without the prior written consent of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Xxxxxx Xxxxx and EthiconCypress, shall belong to Genetronicsbe retained by the party that brought and controlled such litigation.

Infringement by Third Parties. Genetronics and Ethicon If a party to this Agreement becomes aware of any infringement or potential infringement of any Licensed Patent Right, the party to this agreement shall promptly notify the other in writing party of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigationor potential infringement. Genetronics During the term of this Agreement the Company shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in right, but not the Genetronics Patent Rightsobligation, at its own is sole expense and by with counsel of its own choice, to enforce the Licensed Patent Rights and Ethicon shall have associated Know-How against any infringer, including the right to file suit for patent infringement naming the University as a party, and the right to settle such suit with the University’s consent, which consent shall not be represented unreasonably withheld . The University shall permit the use of its name in any all such actionsuits, sign all necessary papers, and do all reasonable things necessary, at its own expense the Company’s expense, to facilitate the prosecution of such infringement suits. The Company shall pay to the University one and by counsel one-half percent (1.5%) of its own choiceany amount collected as a result of such judgement or settlement within 30 days of the receipt thereof. The Company shall incur no other liability to the University as a consequence of such litigation, the conduct of such litigation or any unfavorable decision resulting from it, including any decision holding any of the Licensed Patent Rights invalid or unenforceable. In the event any that the Company chooses not to file suit for patent included in the Joint Patent Rights is infringed by a Third Partyinfringement within 180 days after becoming aware of infringement, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) University shall have the right to bring right, but not the obligation, at its sole expense and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, to enforce the Licensed Patent Rights and the parties shall share equally in the expenses thereof. With respect to infringement of associated Know-How against any patent included in the Genetronics Patent Rightsinfringer, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have including the right to bring and control any such action, at its own expense and by counsel of its own choicefile suit for patent infringement naming the Company as a party, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 such suit with the Company’s consent, which consent shall not be unreasonably withheld. The Company shall permit the use of its name in a manner that diminishes all such suits, sign all necessary papers, and do all reasonable things necessary, at the rights or interests of University’s expense, to facilitate the other party without the consent prosecution of such other partyinfringement suits. In The University shall pay to the event Genetronics brings such action, Company one and one-half percent (1.5%) of any recovery realized amount collected as a result of such judgement or settlement within 30 days of the receipt thereof. The University shall incur no other liability to the Company as a consequence of such litigation, after reimbursement the conduct of such litigation or any litigation expenses unfavorable decision resulting from it, including any decision holding any of Genetronics and Ethicon, shall belong to Genetronicsthe Licensed Patent Rights invalid or unenforceable.

Infringement by Third Parties. Genetronics ACADIA and Ethicon Allergan shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights Allergan Patents, ACADIA Patents or the Joint Patent Rights Collaboration Patents of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation with each party being responsible for its own out-of-pocket costs, including legal costs. In the event any alleged or threatened infringement by a Third Party in the Field cannot be terminated without litigation. Genetronics , Allergan shall have the right first right, but not the obligation, to bring ***Certain confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. and control any action or proceeding with respect to infringement of any a patent included in the Genetronics Patent Rights, at its own expense Allergan Patents or Collaboration Patents and by counsel of its own choice, and Ethicon shall have ACADIA Patents having claims limited to the right to be represented in any such actionField or Collaboration Lead Compounds, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) ACADIA shall have the first right to bring and control any action or proceeding with respect to such patent, and infringements of a patent in the other ACADIA Patents or Collaboration Patents not referred to in the preceding sentence. The party not bringing the action shall have the right right, at its own expense, to be represented in any such action involving any patent covering inventions owned jointly by the parties by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If either party fails to bring an action or proceeding within with respect to a patent covering inventions licensed hereunder within: (a) 90 days [···***···] following the notice of alleged infringement or (b) 10 days [···***···] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon the other party shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics the party initially declining to bring such action shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 9.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Allergan and EthiconACADIA, shall belong be divided between the parties in accordance with their relative economic interests as directly related to Genetronicsthe royalty payments described in Section 7.4 hereof.

Infringement by Third Parties. Genetronics UCL and Ethicon Ocera shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics UCL Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics Ocera shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included of the UCL Patents in the Genetronics Patent Rights, Territory at its own expense and by counsel of its own choice, and Ethicon UCL shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Ocera fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon UCL shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Ocera shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice; provided that UCL will first discuss with Ocera and consider in good faith any reasons for not bringing such an action. In the event a The party that brings an infringement action, and controls such action or proceeding shall keep the other party updated regarding the status and costs of such action or proceeding. In no event shall cooperate fullyeither party admit the invalidity of, including if required or after exercising its right to bring such actionand control an action under this Section 5.3, fail to defend the furnishing of a power of attorneyvalidity of, any UCL Patent without the other party’s prior written consent. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes 5.3 relating to any UCL Patent without the rights or interests prior written consent of the other party without party, which shall not be unreasonably withheld. Except as otherwise agreed by the consent parties as part of such other party. In the event Genetronics brings such actiona cost-sharing arrangement, any recovery realized obtained by either party in connection with or as a result of any action contemplated by this Section 5.3, whether by settlement or otherwise, shall be shared in order as follows: (i) the party that initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action; (ii) the other party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; (iii) where Ocera initiated and prosecuted the action, any remaining amounts after such reimbursement of the parties’ costs and expenses that are attributable to lost sales or lost profits with respect to Licensed Products shall be treated as Net Sales of Licensed Products for purposes of this Agreement; and (iv) any other remaining amounts after such reimbursement of the parties’ costs and expenses shall belong to the party that brought and controlled such action. Where any party to any patent infringement litigation contemplated by this Section 5.3 counterclaims for revocation of any of the UCL Patents then, where Ocera has initiated and prosecuted such litigation, after reimbursement Ocera shall notify UCL of any litigation expenses such counterclaims and Section 5.4 shall apply in respect of Genetronics and Ethicon, shall belong to Genetronicssuch counterclaims.

Infringement by Third Parties. Genetronics Xxxxxx Xxxxx and Ethicon Cypress shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of the Trademarks or any patent included in challenge to Xxxxxx Xxxxx'x ownership of or Cypress' and/or its sub-licensees' right to use the Genetronics Patent Rights or the Joint Patent Rights Trademarks of which they become aware. Both parties shall cooperate use their commercially reasonable efforts in cooperating with each other to terminate such infringement without litigation. Genetronics So long as Forest has rights under the Licensed Technology, Forest shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included in of the Genetronics Patent Rights, Trademarks at its own expense and by counsel of its own choice, and Ethicon Xxxxxx Xxxxx and Cypress shall each have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereofor proceeding. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Forest fails to bring an action or proceeding within (a) 90 45 days following the notice of alleged infringement or (b) 10 20 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon or Forest no longer has rights under the Licensed Technology, Xxxxxx Xxxxx (or Cypress or its sub-licensee if Xxxxxx Xxxxx declines to do so) shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Cypress and its sub-licensee (or Xxxxxx Xxxxx if Cypress or its sub-licensee brings such action) shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party or parties shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither No party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes 1.6(a) relating to the rights or interests Trademarks without the prior written consent of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Xxxxxx Xxxxx and EthiconCypress or its sub-licensee, shall belong to Genetronicsbe retained by the party that brought and controlled such litigation.

Infringement by Third Parties. Genetronics ACADIA and Ethicon Allergan shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights Allergan Patents, ACADIA Patents or the Joint Patent Rights Collaboration Patents of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation with each party being responsible for its own out-of-pocket costs, including legal costs. In the event any alleged or threatened infringement by a Third Party in the Field cannot be terminated without litigation. Genetronics , Allergan shall have the right first right, but not the obligation, to bring *CONFIDENTIAL TREATMENT REQUESTED and control any action or proceeding with respect to infringement of any a patent included in the Genetronics Patent Rights, at its own expense Allergan Patents or Collaboration Patents and by counsel of its own choice, and Ethicon shall have ACADIA Patents having claims limited to the right to be represented in any such actionField or Collaboration Lead Compounds, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) ACADIA shall have the first right to bring and control any action or proceeding with respect to such patent, and infringements of a patent in the other ACADIA Patents or Collaboration Patents not referred to in the preceding sentence. The party not bringing the action shall have the right right, at its own expense, to be represented in any such action involving any patent covering inventions owned jointly by the parties by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If either party fails to bring an action or proceeding within with respect to a patent covering inventions licensed hereunder within: (a) 90 days [***] following the notice of alleged infringement or (b) 10 days [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon the other party shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics the party initially declining to bring such action shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 9.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Allergan and EthiconACADIA, shall belong be divided between the parties in accordance with their relative economic interests as directly related to Genetronicsthe royalty payments described in Section 7.4 hereof.

Infringement by Third Parties. Genetronics and Ethicon In the event Gene Logic or Organon becomes aware of any actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right of either party which claims an Invention, that party shall promptly notify the other party, and (i) Gene Logic shall have the right, at its option and expense, to determine how to proceed in writing of connection with any alleged such actual or threatened infringement of any patent included in Patent Right, copyright, trademark, trade secret or other intellectual property right with respect to which Gene Logic is the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics Responsible Party, and (ii) Organon shall have the right, at its option and expense, to determine how to proceed in connection with any such actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right to bring and control any action or proceeding with respect to which Organon is the Responsible Party. Notwithstanding the foregoing, in the event of any actual or threatened infringement of any patent included in Patent Right, copyright, trademark, trade secret or other intellectual property right which claims an Organon Invention, which infringement interferes with any of the Genetronics rights granted to Gene Logic under Section 4.4(c) but does not interfere with Organon's use of such Patent RightsRight, copyright, trademark, trade secret or other intellectual property right, then Gene Logic shall have the right, at its own option and expense, to determine how to proceed in connection with any such actual or threatened infringement. If either party commences any actions or proceedings (legal or otherwise) pursuant to this Section 4.6, it shall prosecute the same vigorously at its expense and by counsel shall not abandon or compromise them or fail to exercise any rights of its own choice, and Ethicon shall have appeal without giving the other party the right to be represented in any take over the prosecuting party's conduct at such action, at its other party's own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorneyexpense. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 4.6 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any Any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, patent infringement action under this Section 4.6 shall belong to Genetronicsthe party who brought the action.

Infringement by Third Parties. Genetronics UCL and Ethicon Ocera shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics UCL Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics Ocera shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included of the UCL Patents in the Genetronics Patent Rights, Territory at its own expense and by counsel of its own choice, and Ethicon UCL shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Ocera fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon UCL shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Ocera shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice; provided that UCL will first discuss with Ocera and consider in good faith any reasons for not bringing such an action. In the event a The party that brings an infringement action, and controls such action or proceeding shall keep the other party updated regarding the status and costs of such action or proceeding. In no event shall cooperate fullyeither party admit the invalidity of, including if required or after exercising its right to bring such actionand control an action under this Section 5.3, fail to defend the furnishing of a power of attorneyvalidity of, any UCL Patent without the other party’s prior written consent. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes 5.3 relating to any UCL Patent without the rights or interests prior written consent of the other party without party, which shall not be unreasonably withheld. Except as otherwise agreed by the consent parties as part of such other party. In the event Genetronics brings such actiona cost-sharing arrangement, any recovery realized obtained by either party in connection with or as a result of any action contemplated by this Section 5.3, whether by settlement or otherwise, shall be shared in order as follows: (i) the party that initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action; (ii) the other party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; (iii) where Ocera initiated and prosecuted the action, any remaining amounts after such litigation, after reimbursement of any litigation the parties’ costs and expenses that are attributable to lost sales or lost profits with respect to Licensed Products shall be treated as Net Sales of Genetronics Licensed Products for purposes * Confidential Information, indicated by [***], has been omitted from this filing and Ethicon, shall belong to Genetronicsfiled separately with the Securities and Exchange Commission.

Infringement by Third Parties. Genetronics Roche Bioscience and Ethicon Axys shall promptly notify the each other in writing of any alleged or threatened infringement of any patent included in the Genetronics Axys Patent Rights, the Roche Bioscience Patent Rights or the Joint Patent Rights of which they become it becomes aware. Both parties The Parties shall cooperate use their best efforts in cooperating with each other one another to terminate such infringement without litigation. Genetronics Axys shall have the sole right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Axys Patent Rights, Rights at its own expense and by counsel of its own choice. Roche Bioscience shall have the sole right to bring and control any action or proceeding with respect to infringement of any patent included in the Roche Bioscience Patent Rights at its own expense and by counsel of its own choice. Roche Bioscience shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included in any Joint Patent Rights at its own expense and by counsel of its own choice, and Ethicon Axys shall have the right to be represented in any action involving such action, Joint Patent Rights at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Roche Bioscience fails to bring an action or proceeding with respect to any infringement of any Joint Patent Rights within (ai) 90 days [*] following the notice of alleged infringement or (bii) 10 days [*] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Axys shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Roche Bioscience shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party Party brings an infringement action, the other party Parties shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party No Party shall have the right to settle any patent infringement litigation under this Section 10.5 7.5 in a manner that diminishes the rights or interests of the other party another Party or obligates another Party to make any payment or take any action without the consent of such other partyParty. In Except as otherwise agreed to by the event Genetronics brings such actionParties as part of a cost sharing arrangement, any recovery realized as a result of such litigationlitigation involving any Joint Patent Rights, after reimbursement of any reasonable litigation expenses of Genetronics Roche Bioscience, and Ethicon, Axys shall belong to Genetronicsthe Party who brought the action. With respect to any recovery net of litigation expenses relative to Joint Patent Rights received by Roche Bioscience, to the extent compensatory for expected but lost sales by Roche Bioscience of a Product, such net recovery shall [*] * "Certain confidential information contained in the document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended."

Infringement by Third Parties. Genetronics and Ethicon Each party shall promptly notify inform the other in writing party of any alleged infringement or threatened suspected infringement of the Patents or infringement (including any patent included misappropriation) of the Technology of which such party becomes aware within ten (10) business days after such party becomes aware of any such infringement or suspected infringement. For a period of thirty (30) days after receipt by ACCUMED of, or ACCUMED's sending of, such notice of infringement, ACCUMED will have the exclusive right to commence an action and otherwise assert rights in the Genetronics Patent Rights Patents and the Technology against any such infringers or the Joint Patent Rights suspected infringers and pertain all proceeds of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall action or proceeding brought by it and will have the right at its, sole discretion to bring make any settlement or compromise with the third-party infringer. If ACCUMED shall elect to prosecute any such infringer, LICENSEE shall take such steps as are reasonably requested by ACCUMED to enable it to protect its rights under the Patents and control under the Technology against any such infringement or suspected infringement. If (i) ACCUMED fails to commence an action or proceeding with respect to infringement of any patent included otherwise assert its rights in the Genetronics Patent Rights, at its own expense Patents and by counsel of its own choice, and Ethicon shall have the right to be represented in Technology against any such action, at its own expense infringers or suspected infringers within such thirty (30) day period and by (ii) LICENSEE provides ACCUMED with the opinion of patent counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right mutually acceptable to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to stating that there is a likelihood of infringement of any patent included in the Genetronics Patent Rightsor misappropriation by such suspected infringers (an "Infringement Opinion"), if Genetronics fails to then LICENSEE may bring an action or proceeding within (aincluding any alternative dispute resolution process) 90 days following to enjoin the notice of alleged infringement infringement, to recover damages for it, or (b) 10 days before both and ACCUMED grants LICENSEE the time limit, if any, set forth right to use ACCUMED's name in the appropriate laws connection therewith and regulations for the filing of such actions, whichever comes first, Ethicon shall will have the right at LICENSEE's sole discretion to bring make any settlement or compromise with the third-party infringer, in accordance with and control any such actionsubject to the provisions set forth below. If an Infringement Opinion is delivered to ACCUMED and, at its own expense and by counsel of its own choiceaccordingly, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required LICENSEE is permitted to bring such action, then LICENSEE may elect to deduct a percentage of its out-of-pocket costs and expenses (but otherwise will bear all other costs and expenses), which includes without limitation court costs and attorneys' fees for such action up to a maximum deduction of fifty percent (the furnishing "Fee Percentage") and shall notify ACCUMED of a power of attorneysuch election and the applicable Fee Percentage when the Infringement Opinion is delivered by LICENSEE to ACCUMED. Neither party LICENSEE shall have the right be permitted to settle any patent infringement litigation deduct from future Guaranteed License Issue Fees, Minimum Guaranteed Payments, and Required Royalties, as they become due under this Section 10.5 Agreement, that portion of its out-of-pocket expenses in a manner that diminishes an amount equal to the rights or interests of the other party without the consent Fee Percentage thereof. All proceeds of such other party. In action or proceeding brought by LICENSEE (if any) shall be shared between ACCUMED and LICENSEE pro rata in accordance with the event Genetronics brings such action, any recovery realized as a result Fee Percentage (i.e. ACCUMED shall receive the Fee Percentage of such litigationproceeds and LICENSEE shall receive the remainder). If LICENSEE shall be permitted to bring an action pursuant to this Section, after reimbursement of ACCUMED shall take such steps as are reasonably requested by LICENSEE to enable it to protect its licensee rights under the Patents and under the Technology against any litigation expenses of Genetronics and Ethicon, shall belong to Genetronicssuch infringement or suspected infringement.

Infringement by Third Parties. Genetronics Proprius and Ethicon ORGENTEC shall promptly notify the other in writing of any alleged or threatened infringement of any patent included Patent Right in the Genetronics Patent Rights or Field in the Joint Patent Rights Territory of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics Proprius shall have the right first right, but not the obligation, to bring and control any action or proceeding with respect to infringement of any patent included Patent Right in the Genetronics Patent Rights, Field in the Territory at its own expense and by counsel of its own choice, and Ethicon ORGENTEC shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Proprius fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon ORGENTEC shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Proprius shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement actionaction in the Field in the Territory in accordance with this Section 5.4, the other party shall cooperate fully, including including, if required to bring such action, the furnishing of a power of attorneyattorney or being named as a party. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 5.4 relating to any Patent Right in a manner that diminishes the rights or interests of Field in the other party Territory without the prior written consent of such other party, which shall not be unreasonably withheld, conditioned or delayed. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Proprius and EthiconORGENTEC, shall belong be retained by [***] *** 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 Genetronicsthe omitted portions.

Infringement by Third Parties. Genetronics and Ethicon shall promptly notify the other in writing of any alleged or threatened infringement of If any patent included in the Genetronics Licensed Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third PartyParty in connection with the manufacture, import, use, sale or offer for sale of a product competitive with the Licensed Products ("Competitive Product Infringement"), the party responsible for prosecution and maintenance Party to this Agreement first having knowledge of such infringement shall promptly notify the applicable Joint Patent Rights under Section 10.2(b) other in writing. The notice shall set forth the facts of such infringement in reasonable detail. MDC shall have the right primary right, but not the obligation, to bring and institute, prosecute or control any action or proceeding with respect to such patentinfringement of a Licensed Patent Right or Joint Patent Right), and the other party by counsel of its own choice. Affymax shall have the right to participate in such action and to be represented in by counsel of its own choice. If MDC fails to bring an action or proceeding within a period of ninety (90) days after having received written notice of that infringement, then Affymax, itself or together with Glaxo, shall have the right to bring and control any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon MDC shall have the right to bring participate in such action and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event If a party Party brings an infringement actionany such action or proceeding hereunder, the other Party agrees to be joined as a party plaintiff and to give the Party bringing such action reasonable assistance and authority to control, file and prosecute the suit as necessary. The costs and expenses of the Party bringing suit under this Article (including the internal costs and expenses specifically attributable [*]=Confidential treatment requested to said suit) shall cooperate fully, including if required to bring such action, be [*]. Any remaining damages shall be [*] for the furnishing purpose of [*]. No settlement or consent judgment or other voluntary final disposition of a power of attorney. Neither party shall have the right to settle any patent infringement litigation suit under this Section 10.5 in a manner that diminishes the rights or interests of the other party 7.4 may be entered into without the joint consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics MDC and Ethicon, shall belong to GenetronicsAffymax.

Infringement by Third Parties. Genetronics and Ethicon If any Biosearch Patent or GENE Patent is infringed by a Third Party in the Territory in connection with the manufacture, import, use, sale or offer for sale of a product competitive with a Licensed Product (“Competitive Product Infringement”), the Party to this Agreement first having knowledge of such infringement shall promptly notify the other in writing writing. The notice shall set forth the facts of any alleged or threatened that infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become awarereasonable detail. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics GENE shall have the right primary right, but not the obligation, to bring and institute, prosecute or control any action or proceeding with respect to such infringement of any patent included a Biosearch Patent or Joint Patent within the Field and within the Territory, or of a GENE Patent anywhere in the Genetronics Patent Rightsworld both within and outside of the Field, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) Biosearch shall have the right to bring participate in such action and to be represented by counsel of its own choice. Biosearch shall have the primary right, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to such patentinfringement of Biosearch Patents or Joint Patent occurring within the Territory that is outside of the Field, or occurring anywhere else in the world both within and outside of the Field, by counsel of its own choice. Solely within the Territory with respect to Biosearch Patents other party than Joint Patents and anywhere in the World with respect to Joint Patents, GENE shall have the right to participate in such action brought by Biosearch pursuant to the foregoing sentence and to be represented in by counsel of its own choice therein. If the Party primarily responsible for bringing suit under this Section 10.5(a) (the “Responsible Party”) fails to bring an action or proceeding within a period of ninety (90) days after having knowledge of that infringement, then, solely with respect to infringement occurring inside the Field and inside the Territory with respect to infringement of patents, the other Party shall have the right to bring and control any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Responsible Party shall have the right to bring participate in such action and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event If a party Responsible Party brings an infringement actionany such action or proceeding hereunder, the other Party agrees to be joined as a party shall cooperate fullyplaintiff and to give the Responsible Party reasonable assistance and authority to control, including if required to bring such action, file and prosecute the furnishing suit as necessary. The costs and expenses of a power of attorney. Neither party shall have the right to settle any patent infringement litigation Party bringing suit under this Section 10.5 (including the internal costs and expenses specifically attributable to said suit) shall be reimbursed first out of any damages or other monetary awards recovered in a manner that diminishes the rights or interests favor of the Parties. Any remaining damages shall be split in accordance with each Party’s interest therein. No settlement or consent judgment or other party voluntary final disposition of a suit under this Section 10.5(a) may be entered into without the joint consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Biosearch and Ethicon, shall belong to GenetronicsGENE.

Infringement by Third Parties. Genetronics Celgene and Ethicon Novartis shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Celgene Patent Rights, Novartis Patent Rights or the Joint Patent Rights of which they become aware. Both parties Parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Celgene shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Celgene Patent Rights, Rights at its own expense and by counsel of its own choice, and Ethicon . Novartis shall have the right to be represented bring and control any action or proceeding with respect to infringement of any patent included in any such action, the Novartis Patent Rights at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party Party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b9.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties Parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Celgene Patent RightsRights that is likely to have a material adverse effect on any Product being developed or commercialized by Novartis pursuant to a license granted hereunder, if Genetronics Celgene fails to bring an action or proceeding within (a) 90 sixty (60) days following the notice of alleged infringement or (b) 10 ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Novartis shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Celgene shall have the right right, at its own expense, to be represented in any such actionaction by counsel of its own choice. With respect to infringement of any patent included in the Novartis Patent Rights that is likely to have a material adverse effect on any product being developed or commercialized by Celgene pursuant to a license granted hereunder, if Novartis fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Celgene shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and Novartis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. With respect to infringement of any patent included in the Joint Patent Rights, if the responsible Party fails to bring an action or proceeding within (a) sixty (60) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, the other Party shall have the right to bring and control any such action at its own expense and by counsel of its own choice, and the first Party shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. In the event a party Party brings an infringement action, the other party Party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party Party shall have the right to settle any patent infringement litigation under this Section 10.5 9.5 in a manner that diminishes the rights or interests of the other party Party without the prior written consent of such other partyParty. In Except as otherwise agreed to by the event Genetronics brings such actionParties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Celgene and EthiconNovartis, shall belong to Genetronicsthe Party who brought the action, provided that any such recovery realized by Novartis and representing damages for lost sales of Products shall be treated as Net Sales for purposes of this Agreement.

Infringement by Third Parties. Genetronics BioAlliance and Ethicon PAR shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of the Trademark or any patent included challenge to BioAlliance’s ownership of or PAR’ s right to use the Trademark in the Genetronics Patent Rights or the Joint Patent Rights Territory of which they become aware. Both parties shall cooperate use their reasonable efforts in cooperating with each other to terminate such infringement without litigation. Genetronics BioAlliance shall have the sole right to bring and control any action or proceeding EXECUTION COPY with respect to infringement of any patent included in of the Genetronics Patent Rights, Trademark at its own expense and by counsel of its own choice, and Ethicon shall have subject to the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereoffollowing provisions. With respect to infringement of any patent included of the Trademark in the Genetronics Patent RightsTerritory, if Genetronics BioAlliance fails to bring an action or proceeding within (a) 90 sixty (60) days following the notice of alleged infringement or (b) 10 ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon PAR shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics BioAlliance shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorneyattorney or being named as a party. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 6.4(a) relating to the Trademark in a manner that diminishes the rights or interests of the other party without the prior written consent of such the other party, which shall not be unreasonably withheld, delayed or conditioned. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics BioAlliance and EthiconPAR, shall belong to Genetronicsbe ***.

Infringement by Third Parties. Genetronics Kureha and Ethicon Ocera shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Kureha Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate use their commercially reasonable efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Kureha shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included of the Kureha Patents, including, without limitation, any action or proceeding filed in connection with an abbreviated new drug application filed by a Third Party, in the Genetronics Patent Rights, Licensed Territory at its own expense and by counsel of its own choice, and Ethicon Ocera shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Kureha fails to bring an action or proceeding within (a) 90 120 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Ocera shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Kureha shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event that a party brings brings, or wishes to bring, an infringement action, the other party shall cooperate fullyfully (including, including if legally required to bring such action, the joining as a party to such action or furnishing of a power of attorney); provided that the costs incurred by the other party for such cooperation (including reasonable attorney's fees) shall be borne by the party who wishes to bring such action. The party that brings and controls such action or proceeding shall keep the other parties updated regarding the status and costs of such action or proceeding. In no event shall either party admit the invalidity of, or after exercising its right to bring and control an action under this Section 7.3, fail to defend the validity of, any Kureha Patent without the other party’s prior written consent. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes 7.3 relating to any Kureha Patent without the rights or interests prior written consent of the other party without party, which shall not be unreasonably withheld. Except as otherwise agreed by the consent parties as part of such other party. In the event Genetronics brings such actiona cost-sharing arrangement, any recovery realized obtained by either party in connection with or as a result of any action contemplated by Sections 7.3, whether by settlement or otherwise, shall be shared in order as follows: (i) the party that initiated and prosecuted the action shall recoup all of its costs and expenses incurred in connection with the action; (ii) the other party shall then, to the extent possible, recover its costs and expenses incurred in connection with the action; (iii) any remaining amounts after such litigation, after reimbursement of the parties’ costs and expenses that are attributable to lost sales or lost profits with respect to Products shall be treated as Net Sales of Products for purposes of this Agreement; and (iv) any litigation other remaining amounts after such reimbursement of the parties’ costs and expenses of Genetronics and Ethicon, shall belong to Genetronicsthe party that brought and controlled such action.

Infringement by Third Parties. Genetronics GENEMEDICINE and Ethicon BIOJECT shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics GENEMEDICINE Patent Rights, the BIOJECT Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics GENEMEDICINE shall have the right to bring institute, prosecute and control any action or proceeding with respect to infringement of any patent included in the Genetronics GENEMEDICINE Patent Rights, Rights at its own expense and by counsel of its own choice, and Ethicon . BIOJECT shall have the right to be represented institute, prosecute and control any action or proceeding with respect to infringement of any patent included in any such action, the BIOJECT Patent Rights at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b7.2(b) shall have the right to bring institute, prosecute and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent RightsRights of either party, if Genetronics such party fails to bring an action or proceeding within (a) 90 60 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon the other party shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics such party shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 7.4(b) in a manner that diminishes the rights or interests of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics GENEMEDICINE and EthiconBIOJECT, shall belong to Genetronicsthe party who brought the action.

Infringement by Third Parties. Genetronics ArQule and Ethicon Wyeth-Ayerst shall each promptly notify the other in writing of any alleged or threatened infringement by a third party of any patent included in the Genetronics ArQule Patent Rights Right, Wyeth-Ayerst Patent Right or the Joint Patent Rights Right of which they become aware. Both parties ArQule may elect, but is under no obligation, to initiate legal action with respect to an ArQule Patent Right against such third party in its sole discretion, and Wyeth-Ayerst shall cooperate fully with each other to terminate ArQule in any such infringement without litigation. Genetronics action at its own out-of-pocket expenses, further provided that Wyeth-Ayerst shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon join as a party. Wyeth-Ayerst shall have the right to be represented in any such action, at its own expense and by legal counsel of its own choicechoosing at its sole expense. In If ArQule, within * months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the event any patent included loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than * percent (*%) of the sales of a product competing with a Royalty-Bearing Product and embraced by a Valid Claim of such ArQule Patent Rights licensed to Wyeth-Ayerst hereunder, upon written notice from Wyeth-Ayerst, ArQule, in the its sole discretion shall either (i) initiate such action, or (ii) authorize Wyeth-Ayerst to commence such action. Wyeth-Ayerst may elect, but is under no obligation, to initiate legal action with respect to a Wyeth-Ayerst Patent Rights or Joint Patent Rights is infringed by a Third Partyagainst such third party in its sole discretion, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) ArQule shall cooperate fully with Wyeth-Ayerst in any such action at its own out-of-pocket expenses, further provided that ArQule shall have the right to bring and control any action or proceeding with respect to such patent, and the other party join as a party. ArQule shall have the right to be represented in any such action by legal counsel of its own choicechoosing at its sole expense. If Wyeth-Ayerst, within * months of receipt of such notice or such lesser period of time if a further delay would result in material harm, or the loss of a material right, has not commenced legal action against an infringer whose infringing product has a market share larger than * percent (*%) of the sales of a product competing with a Royalty-Bearing Product and the parties shall share equally embraced by a Valid Claim in the expenses thereof. With respect to infringement that country of any patent included in the Genetronics such Wyeth-Ayerst Patent Rights or Joint Patent Rights, if Genetronics fails to bring an action or proceeding within upon written notice from ArQule, Wyeth-Ayerst, in its sole discretion, shall either (ai) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any initiate such action, at its own expense and or (ii) authorize ArQule to commence such action. Notwithstanding anything to the contrary, any settlement of such legal action by counsel the initiating Party shall require the consent of its own choicethe non-initiating Party, and Genetronics which consent shall have the right to not be represented in any unreasonably withheld. The Party whose Patent Rights allegedly are being infringed, if they initiate such action, shall not be required to bring or maintain more than one such suit at its own expense any time with respect to claims directed to any one method of manufacture or composition of matter. All monies recovered upon the final judgment or settlement of any such suit shall be shared, after reimbursement of expenses, by ArQule and Wyeth-Ayerst pro rata according to the respective percentages of costs borne by counsel each Party in the suit pursuant to Section 7.4. Notwithstanding the foregoing, ArQule and Wyeth-Ayerst shall fully cooperate with each other in the planning and execution of its own choice. In any action to enforce the event a party brings an infringement actionPatent Rights, the other party and shall cooperate fully, including join suit if required by law to do so in order to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.

Infringement by Third Parties. Genetronics MannKind and Ethicon ImVisioN shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Licensed Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics ImVisioN shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Licensed Patent Rights, at its own expense and by counsel of its own choice, and Ethicon MannKind shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If ImVisioN fails to bring an action or proceeding within (a) 90 60 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon MannKind shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics ImVisioN shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement actionaction in accordance with this Section 5.3, the other party shall cooperate fully, including including, if required to bring such action, the furnishing of a power of attorneyattorney or being named as a party. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party 5.3 relating to any Licensed Patent without the prior written consent of such other party, which shall not be unreasonably withheld, conditioned or delayed. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics MannKind and EthiconImVisioN, shall belong to Genetronics.be retained by the party that brought and controlled such litigation for purposes of this Agreement. If ImVisioN is the party that controlled such action or proceeding, MannKind shall receive out of any such remaining recovery received by ImVisioN after

Infringement by Third Parties. Genetronics FHI and Ethicon CVT shall each promptly notify the other in writing if it learns of any actual, alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become awareLicensed Patents by a Third Party. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics FHI shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in first right, but not the Genetronics Patent Rightsobligation, at its own expense expense, to bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Licensed Patents by a Third Party, including the defense and settlement thereof (subject to Section 9.5 below), to the extent such infringement relates to a Licensed Compound or a Licensed Product in the Territory. If FHI does not initiate an infringement action or otherwise xxxxx any such actual, alleged or threatened Third Party infringement of the Licensed Patents within ninety (90) days of the later of (i) receiving notification from CVT under this Section 9.4 of such infringement, (ii) sending notice to CVT under this Section 9.4 of such infringement, or (iii) a written request from CVT to take action with respect to such infringement, or if such infringement is outside the scope of FHI's first right to take action as provided above, then CVT shall have the right, but not the obligation, at its own expense, to bring suit (or take other appropriate legal action) against any such actual, alleged or threatened infringement of the Licensed Patents by counsel a Third Party, including the defense and settlement thereof (subject to Section 9.5 below). In the event either Party brings an infringement action in accordance with this Section 9.4, the other Party shall provide reasonable assistance and authority to file and bring the action, including, if required to bring such action, being joined as a party plaintiff; provided, however, that neither Party shall be required to transfer any right, title or interest in or to any of its own choiceproperty to the other Party or a Third Party to confer standing on a Party hereunder. In addition, and Ethicon if either Party brings an infringement action hereunder, the other Party shall have the right to be represented separately in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choiceexpense. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any Any recovery realized as a result of such litigationsuit, after reimbursement of claim or action or related settlement shall first be applied pro rata to reimburse the Parties' costs and expenses in connection with such suit, claim or action, and any litigation expenses of Genetronics and Ethicon, remaining amounts shall belong to Genetronicsthe Party bringing the suit, action or claim, or fifty percent (50%) to each Party if the suit is brought jointly.

Infringement by Third Parties. Genetronics and Ethicon shall promptly notify the other in writing of If any alleged or threatened infringement of any patent included in the Genetronics Xxxxxxx X-Patent, Neurocrine X-Patent, and/or DPC X-Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics shall have the right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third PartyParty in any country in connection with the manufacture, use and sale of a X-Product in such country, the party responsible for prosecution and maintenance Party to this Agreement first having knowledge of such infringement shall promptly notify the applicable Joint others in writing. The notice shall set forth the known facts of that infringement in reasonable detail. The Party owning such Patent Rights under Section 10.2(b) shall have the right primary right, but not the obligation, to bring institute, prosecute, and control any action or proceeding with respect to such patentinfringement, by counsel of its own choice, and at its own expense. If the other party owning Party fails to bring an action or proceeding within a period of one hundred eighty (180) days after a request by the exclusively licensed Party of the infringed subject matter to do so, the exclusively licensed Party of the infringed subject matter shall have the right to be represented in bring and control any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense expense. The Party bringing suit under this Paragraph shall bear all costs and by counsel expenses of its own choice, the suit and Genetronics shall have the right to be represented in retain any such action, at its own expense and by counsel of its own choicedamages or other monetary awards recovered. In the event a party brings an infringement action, the A settlement or consent judgment or other party shall cooperate fully, including if required to bring such action, the furnishing voluntary final disposition of a power of attorney. Neither party shall have the right to settle any patent infringement litigation suit brought by such exclusively licensed Party under this Section 10.5 in a manner that diminishes the rights or interests of the other party Paragraph may be entered into without the consent of the owning Party; provided that such settlement, consent judgment or other partydisposition does not admit the invalidity or unenforceability of any Patent; and provided further, that any rights to continue the infringing activity in such settlement, consent judgment or other disposition shall be limited to the Product or activity that was the subject of the suit. In A settlement or consent judgment or other voluntary final disposition of a suit brought by the event Genetronics brings such action, any recovery realized as a result owning Party under this Paragraph may be entered into only with the consent of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.exclusively licensed Party. 8.5

Infringement by Third Parties. Genetronics Xxxxxx Xxxxx and Ethicon Cypress shall promptly notify the other in writing of any alleged or threatened infringement or any challenge to the validity of the Xxxxxx Xxxxx Patents or any patent included in challenge to Xxxxxx Xxxxx'x ownership of or Cypress' and/or its licensees' right to use, the Genetronics Patent Rights or the Joint Patent Rights Xxxxxx Xxxxx Patents of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Xxxxxx Xxxxx shall have the sole right to bring and control any action or proceeding with respect to infringement of any patent included in of the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon shall have the right to be represented in any such action, Xxxxxx Xxxxx Patents at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included of the Xxxxxx Xxxxx Patents in the Genetronics Patent RightsLicensed Territory, if Genetronics Xxxxxx Xxxxx fails to bring an action or proceeding within (a) 90 60 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon Cypress shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Xxxxxx Xxxxx shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes 11.3 relating to the rights or interests Xxxxxx Xxxxx Patents without the prior written consent of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost-sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Xxxxxx Xxxxx and EthiconCypress, shall belong to Genetronicsbe retained by the party that brought and controlled such litigation.

Infringement by Third Parties. Genetronics Schering and Ethicon Millennium shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights Millennium Patents or the Joint Patent Rights Schering Patents, of which they become aware. Both parties shall cooperate with each other Schering, subject to terminate such infringement without litigation. Genetronics any prior rights of Third Party licensee or licensors under agreements entered into pursuant to Section 8.7(a), shall have the right first right, but not the obligation, to bring and control any action or proceeding with respect to infringement the prosecution of any patent included infringement described in this Section 9.4. If Schering does not initiate an infringement action within one hundred and twenty (120) days of learning of the Genetronics Patent Rightsinfringement, at its own expense and by counsel of its own choice, and Ethicon Millennium shall have the right right, but not the obligation, to be represented bring such an action, and Schering shall not hinder the prosecution of such action in any such action, at its own expense and by counsel of its own choiceway. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party either Party brings an infringement actionaction in accordance with this Section 9.4, the other party Party shall cooperate fully, including including, if required to bring such action, the furnishing of a power of attorneyattorney and the granting of any cross licenses under the Millennium Patents or the Schering Patents; PROVIDED, that neither Party shall be required to grant any such license with respect to its Patents without its consent, such consent to be promptly considered and not unreasonably withheld. Neither party The costs of any litigation commenced pursuant to this Section 9.4, including attorneys' fees and expenses, but excluding any allocation for internal resources devoted to the litigation, shall have be borne solely by the Party assuming the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of bring suit, and reimbursed to the other party without Party to the consent of extent the other Party incurs such other partyexpense. In the event Genetronics brings such action, any Any recovery realized as a result of such litigationlitigation shall be paid to Schering and, after reimbursement of any litigation expenses of Genetronics and Ethiconto the extent specifically attributable to lost sales, shall belong be deemed to Genetronicsbe Net Sales after deducting any expenses incurred by the Party assuming the right to bring suit, including any expenses reimbursed to the other Party, and to the extent recovered by or on behalf of Millennium, shall be paid to Schering. No settlement or consent judgment or other voluntary final disposition of a suit under this Section 9.4 may be entered into without the joint consent of Millennium and Schering, which shall be promptly considered and not unreasonably withheld. In countries other than the United States, such consent shall be considered PER SE reasonable if the settlement does not impose an admission of guilt, financial obligation, injunction against or other restriction upon Millennium.

Infringement by Third Parties. Genetronics ACADIA and Ethicon Allergan shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights Allergan Patents, ACADIA Patents or the Joint Patent Rights Collaboration Patents of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Allergan shall have the first right to bring and control any action or proceeding with respect to infringement of any a patent included in the Genetronics Patent Rights, Allergan Patents or any other patent covering inventions owned either solely by Allergan or jointly by the parties at its own expense and by counsel of its own choice, and Ethicon ACADIA shall have the right right, at its own expense, to be represented in any such action, at its own expense and action involving any patent covering inventions owned jointly by the parties by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If Allergan fails to bring an action or proceeding within with respect to a patent covering inventions owned jointly by the parties within: (ai) 90 days […***…] following the notice of alleged infringement or (bii) 10 days […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon ACADIA shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics Allergan shall have the right right, at its own expense, to be represented in any such action, action by counsel of its own choice. ACADIA shall have the first right to bring and control any action or proceeding with respect to infringement of a patent included in the ACADIA Patents or any other patent covering inventions owned solely by ACADIA at its own expense and by counsel of its own choice, and Allergan shall have the right, at its own expense, to be represented in any action involving any patent covering inventions owned solely by ACADIA, other than an ACADIA Patent, by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required If ACADIA fails to bring an action or proceeding with respect to a patent, other than an ACADIA Patent, covering inventions owned solely by ACADIA within (i) […***…] following the notice of alleged infringement or (ii) […***…] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actionactions, the furnishing of a power of attorney. Neither party whichever comes first, Allergan shall have the right to settle bring and control any patent infringement litigation under such action at its own expense and by counsel of its own choice, and ACADIA shall have the right, at its own expense, to be represented in any such action by counsel ***Certain confidential information on this Section 10.5 in a manner that diminishes page has been omitted and filed separately with the rights or interests of Commission. Confidential treatment has been requested with respect to the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronicsomitted portions.

Infringement by Third Parties. Genetronics XOMA and Ethicon ALLERGAN shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights of which they become awareaware that would affect the Compound or its use in the Field. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics XOMA shall have the first right to bring and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon ALLERGAN shall have the right right, at its own expense, to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If XOMA fails to bring an action or proceeding within within: (ai) 90 one hundred and twenty (120) days following the notice of alleged infringement or (bii) 10 ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon and if [*], ALLERGAN shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics XOMA shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 11.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics ALLERGAN and EthiconXOMA, shall belong to Genetronicsthe party who brought the action. In the event that any such legal action is commenced by ALLERGAN, any costs, including outside legal fees, actually paid by ALLERGAN in connection with such action shall be creditable against royalties due XOMA hereunder in such country or countries or reimbursed by XOMA; provided, however, that XOMA's liability to ALLERGAN under this Section 11.5 shall not exceed [*] of the total amount of royalties due XOMA hereunder, during the period subsequent to the commencement of such action.

Infringement by Third Parties. Genetronics Epoch and Ethicon Specialty Laboratories shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights Pre-Collaboration Specialty Laboratories Patents, Collaboration Specialty Laboratories Patents, Pre-Collaboration Epoch Patents, Collaboration Epoch Patents or the Joint Patent Rights Collaboration Patents of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Specialty Laboratories shall have the first right to bring and control any action or proceeding with respect to infringement of any a patent included in the Genetronics Patent Rights(i) Pre-Collaboration Specialty Laboratories Patents and (ii) Collaboration Specialty Laboratories Patents covering technology not licensed to Epoch pursuant to Section 6.1(b)(ii) hereto, useful solely in the Field, at its own expense and by counsel of its own choice. Epoch shall have the first right to bring and control any action or proceeding with respect to infringements of a patent in the (w) Pre-Collaboration Epoch Patents, (x) Collaboration Epoch Patents, (y) Collaboration Specialty Laboratories Patents covering technology licensed to Epoch pursuant to Section 6.1(b)(ii), or (z) Joint Collaboration Patents, at its own expense and by counsel of its own choice, and Ethicon Specialty Laboratories shall have the right right, at its own expense, to be represented in any such action, at its own expense and action involving any patent covering inventions owned jointly by the parties by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the If either party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within with respect to a patent covering inventions licensed hereunder within: (a) 90 sixty (60) days following the notice of alleged infringement or (b) 10 ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon the other party shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics party initially declining to bring such action shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 9.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Specialty Laboratories and EthiconEpoch, shall belong to Genetronicsthe party who brought the action.

Infringement by Third Parties. Genetronics BMS and Ethicon COLLABORATOR shall promptly notify the other in writing of any alleged or threatened infringement of any patent included BMS Patents, COLLABORATOR Patents or Jointly Funded Patents relating to the Collaboration Compounds or Products in the Genetronics Patent Rights or the Joint Patent Rights Territory of which they become aware. Both parties The Party owning or Controlling any such BMS Patent or COLLABORATOR Patent and any Party controlling the enforcement of any such Jointly Funded Patent pursuant to Section 9.5(a) shall cooperate have the first right, but not the obligation, to enforce such Patent against any infringement described in this Section 9.5. The Party having any such first right shall notify the other Party in writing as to whether it intends to enforce any such Patent against the infringement as soon as reasonably practicable to allow the other Party sufficient time (if the first Party elects not to initiate an action) to initiate an action and preserve all remedies, including temporary or preliminary relief, if the other Party elects to do so as provided below. In the case of infringement actions under the Xxxxx-Xxxxxx Act or in Canada under the PM(NOC) Regulations (or any other foreign counterpart), where a legal proceeding must be initiated within forty-five (45) days (or foreign counterpart period) after the initial notice to the patentee, the Party receiving such notice shall notify the other Party within five (5) days of such receipt and provide the paragraph (IV) notice letter (or the applicable foreign equivalent thereof), and the Party having the first right to enforce shall notify the other Party within twenty-one (21) days of such receipt as to whether it chooses to enforce the patent against the infringement. If the Party having the first right to enforce any Patent covered by this Section 9.5, against the infringement chooses not to initiate a legal proceeding, the other Party shall have the right, but not the obligation, to initiate such a proceeding, provided that, where the patent is a BMS Patent, the prior Party Written Consent of BMS, and where the patent is a COLLABORATOR Patent, the prior Party Written Consent of COLLABORATOR (in each case, not to be unreasonably withheld 131 [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with each the Securities and Exchange Commission. or delayed) shall be obtained prior to initiation of such a proceeding by the other to terminate Party. The Party controlling the enforcement action shall consult with the non-controlling Party on litigation strategy and choice of counsel, and shall make all decisions regarding, and take all actions with respect to, such infringement without litigation. Genetronics shall action in the reasonable best interests of the Collaboration Compounds and Products; provided, that if both Parties’ Patents (and/or one or more Jointly Funded Patents) are involved in any litigation or other action relating to the Xxxxx-Xxxxxx Act (or any foreign counterpart), then the Party having control over the composition of matter patent will have the right to bring determine any litigation strategy and control any action or proceeding with respect to infringement of any patent included in the Genetronics Patent Rights, at its own expense and by counsel of its own choice, and Ethicon decisions regarding such infringement. The non-controlling Party shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, shall belong to Genetronics.

Infringement by Third Parties. Genetronics and Ethicon Each Party shall promptly notify the other Party in writing promptly upon learning of any actual or alleged or threatened infringement of any patent included in the Genetronics Patent Rights or the Joint Patent Rights Trademarks relating to Licensed Product of which they become aware. Both parties shall cooperate with each other to terminate The Party owning such infringement without litigation. Genetronics Trademark shall have the first right, but not the obligation, to control the prosecution of any such infringement. If the Party having the first right to bring and control any action or proceeding with respect to infringement the prosecution of any patent included in such infringement does not initiate an infringement action within ninety (90) days of learning of the Genetronics Patent Rightsinfringement, at its own expense and by counsel of its own choice, and Ethicon then the other Party shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In but not the event any patent included in the Joint Patent Rights is infringed by a Third Partyobligation, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such an action, the furnishing of a power of attorney. Neither party Party shall have the right to settle any patent infringement litigation action under this Section 10.5 11.9(c) in a manner that diminishes the rights or interests of the Party or imposes any liability on the other party Party without the consent of such other partyParty. In The expenses of defense, settlement and judgments in actions governed by this Section 11.9(c) shall be: (i) borne solely by the event Genetronics brings Party bringing such action in the Royalty Territory; and (ii) Trademark Costs and included as an element of Allowable Expenses (as provided in the respective definitions of such term) in the Co-Promotion Territory. The costs and expenses of the Party bringing suit under this Section 11.9(c) shall be reimbursed first out of any damages or other monetary awards recovered in favor of Corgentech and/or BMS (if such recovery is less than the Parties' aggregate costs and expenses incurred in such action, any such recovery realized shall be allocated between the Parties on a pro rata basis based on their relative costs and expenses incurred in such action). Any remaining damages shall be allocated: (i) on the same pro rata basis within the Royalty Territory; and (ii) equally between the Parties with respect to infringement of Trademarks within the Co-Promotion Territory. Any recovery shall be allocated as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethiconprovided in this Section, shall belong not be applied to Genetronicsreduce Trademark Costs and shall not be included in the calculation of Allowable Expenses or Profit or Loss.

Infringement by Third Parties. Genetronics Epoch and Ethicon Specialty Laboratories shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics Patent Rights Pre-Collaboration Specialty Laboratories Patents, Collaboration Specialty Laboratories Patents, Pre-Collaboration Epoch Patents, Collaboration Epoch Patents or the Joint Patent Rights Collaboration Patents of which they become aware. Both parties shall cooperate use their best efforts in cooperating with each other to terminate such infringement without litigation. Genetronics Specialty Laboratories shall have the first right to bring and control any action or proceeding with respect to infringement of any a patent included in the Genetronics Patent Rights(i) Pre-Collaboration Specialty Laboratories Patents and (ii) Collaboration Specialty Laboratories Patents covering technology not licensed to Epoch pursuant to Section 6.1(b)(ii) hereto, useful solely in the Field, at its own expense and by counsel of its own choice. Epoch shall have the first right to bring and control any action or proceeding with respect to infringements of a patent in the (w) Pre-Collaboration Epoch Patents, (x) Collaboration Epoch Patents, (y) Collaboration Specialty Laboratories Patents covering technology licensed to Epoch pursuant to Section 6.1(b)(ii), or (z) ---------- * PORTIONS OF THIS PAGE HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Joint Collaboration Patents, at its own expense and by counsel of its own choice, and Ethicon Specialty Laboratories shall have the right right, at its own expense, to be represented in any such action, at its own expense and action involving any patent covering inventions owned jointly by the parties by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the If either party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within with respect to a patent covering inventions licensed hereunder within: (a) 90 sixty (60) days following the notice of alleged infringement or (b) 10 ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon the other party shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics party initially declining to bring such action shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 9.4 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In Except as otherwise agreed to by the event Genetronics brings such actionparties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics Specialty Laboratories and EthiconEpoch, shall belong to Genetronicsthe party who brought the action.

Infringement by Third Parties. Genetronics and Ethicon In the event Gene Logic or P&GP becomes aware of any actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right of either party which claims an Invention or Joint Invention, that party shall promptly notify the other party, and the parties shall (a) promptly discuss how to proceed in writing of any alleged connection with such actual or threatened infringement of any patent included and (b) use their best efforts in the Genetronics Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate cooperating with each other to terminate such infringement without litigation, as appropriate and commercially reasonable. Genetronics Gene Logic shall have the right, at its option and expense, to determine how to proceed in connection with any such actual or threatened infringement of any Patent Right, copyright, trademark, trade secret or other intellectual property right to bring and control any action or proceeding with respect to which Gene Logic is the Responsible Party, and P&GP shall have the right, at its option and expense, to determine how to proceed in connection with any such actual or threatened infringement of any patent included Patent Right, copyright, trademark, trade secret or other intellectual property right with respect to which P&GP is the Responsible Party. Notwithstanding the foregoing, in the Genetronics event of any actual or threatened infringement of any Patent RightsRight, copyright, trademark, trade secret or other intellectual property right which claims a [...***...], which infringement interferes with any of the rights granted to [...***...] under Section 4.5(c) but does not interfere with [...***...] use of such Patent Right, copyright, trademark, trade secret or other intellectual property right, then Gene Logic[...***...] shall have the right, at its own option and expense, to determine how to proceed in connection with any such actual or threatened infringement. If either party commences any actions or proceedings (legal or otherwise) pursuant to this Section 4.7, it shall prosecute the same vigorously at its expense and by counsel shall not abandon or compromise them or fail to exercise any rights of its own choice, and Ethicon shall have appeal unless commercially reasonable to do so without giving the other party the right to be represented in any take over the prosecuting party's conduct at such action, at its other party's own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Party, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics fails to bring an action or proceeding within (a) 90 days following the notice of alleged infringement or (b) 10 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Genetronics shall have the right to be represented in any such action, at its own expense and by counsel of its own choice. In the event a party brings an infringement action, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorneyexpense. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 4.7 in a manner that diminishes the rights or interests of the other party without the consent of such other party. In the event Genetronics brings such action, any Any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Genetronics and Ethicon, patent infringement action under this Section 4.7 shall belong to Genetronicsthe party who brought the action.

Infringement by Third Parties. Genetronics EpiCept and Ethicon MEDA shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Genetronics EpiCept Patent Rights or the Joint Patent Rights of which they become aware. Both parties shall cooperate with each other to terminate such infringement without litigation. Genetronics EpiCept shall have the sole right to bring and control any action or proceeding with respect to infringement of any patent included in EpiCept Patent outside the Genetronics Territory at its own expense and by counsel of its own choice. MEDA shall have the first right to bring and control any action or proceeding with respect to infringement of any EpiCept Patent Rights, within the Territory at its own expense and by counsel of its own choice, and Ethicon EpiCept shall have the right to be represented in any such actionright, at its own expense and by counsel of its own choice. In the event any patent included in the Joint Patent Rights is infringed by a Third Partyexpense, the party responsible for prosecution and maintenance of the applicable Joint Patent Rights under Section 10.2(b) shall have the right to bring and control any action or proceeding with respect to such patent, and the other party shall have the right to be represented in any such action by counsel of its own choice, and the parties shall share equally in the expenses thereof. With respect to infringement of any patent included in the Genetronics Patent Rights, if Genetronics If MEDA fails to contact the alleged infringing party or its counsel within 60 days following the notice from EpiCept of alleged infringement or to bring an any such action or proceeding within (a) 90 180 days following the notice of alleged infringement or (b) 10 30 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Ethicon then EpiCept shall have the right to bring and control any such action, action at its own expense and by counsel of its own choice, and Genetronics MEDA shall have the right right, at its own expense, to be represented in any such action, at its own expense and action by counsel of its own choice. In the event a party brings an infringement actionaction in accordance with this Section 6.3, the other party shall cooperate fully, including including, if required to bring such action, the furnishing of a power of attorneyattorney or being named as a party. Neither party shall have the right to settle any patent infringement litigation under this Section 10.5 6.3 relating to any EpiCept Patent in a manner that diminishes the rights or interests Territory without the prior written consent of the other party without party, which shall not be unreasonably withheld or delayed. Except as otherwise agreed by the consent of such other party. In the event Genetronics brings such actionparties in connection with a cost-sharing arrangement, any recovery realized as a result of litigation regarding alleged infringement of any EpiCept Patent in the Territory (whether by way of settlement or otherwise), after reimbursement of any litigation expenses of EpiCept and MEDA, shall be retained by the party that brought and controlled such litigation for purposes of this Agreement, except that (a) any recovery realized by MEDA as a result of such litigation, after reimbursement of the parties’ litigation expenses, shall, to the extent attributable to lost sales or lost profits with respect to Products, be treated as Net Sales for purposes of this Agreement and (b) any recovery realized by EpiCept as a result of such litigation, after reimbursement of the parties’ litigation expenses of Genetronics and Ethiconexpenses, shall belong to Genetronicsbe shared equally with MEDA.