Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. If requested by MirnaRx, Marina Bio shall use Commercially Reasonable Efforts to enforce the Licensed Patents against infringers that are causing a material negative impact on MirnaRx (or its Affiliate or Sublicensee) in the market for Licensed Product due to the infringement of the Licensed Patents. Marina Bio shall keep MirnaRx fully informed of the progress and results of any such enforcement action. Any recoveries in any such enforcement actions against an infringement brought under this Section 6.2 shall be used first to reimburse Marina Bio’s out-of-pocket costs and expenses (including attorneys’ fees) for such action and any remainder shall be shared equally by the licensees of the Licensed Patents affected by the infringement action. Marina Bio shall not enter into any settlement of any action under this Section 6.2 that materially negatively affects MirnaRx’s (or its Affiliate’s or Sublicensee’s) rights or interests under this Agreement without MirnaRx’s written consent, which consent shall not be unreasonably withheld or delayed. If a third party is infringing a Licensed Patent by making, using or selling a Licensed .Product (a “Field Infringement”), and Marina Bio does not enforce the Licensed Patent against such Field Infringement within [***] after request by MirnaRx, or ceases such enforcement without causing the Field Infringement to terminate, then thereafter MirnaRx shall have the right to enforce the applicable Licensed Patents against such Field Infringement, at its expense, and shall keep Marina Bio reasonably informed of such enforcement: In any such enforcement by MirnaRx, Marina Bio agrees to join the action as a party plaintiff (at MirnaRx’s expense) if required for MirnaRx to have standing to pursue the action and to cooperate and provide all reasonable assistance in MirnaRx’s enforcement.

Infringement by Third Parties. If requested by MirnaRxProNAi, Marina Bio shall use Commercially Reasonable Efforts [***] to enforce the Licensed Patents against infringers that are causing a material negative impact on MirnaRx ProNAi (or its Affiliate or Sublicensee) in the market for a Licensed Product due to the infringement of the Licensed Patents. Marina Bio shall keep MirnaRx ProNAi fully informed of the progress and results of any such enforcement action. Any recoveries in any such enforcement actions against an infringement brought under this Section 6.2 6.4 shall be used first to reimburse Marina BioMarina’s out-of-pocket costs and expenses (including attorneys’ fees) for such action and any remainder shall be shared equally by the licensees of the Licensed Patents affected by the infringement action. Marina Bio shall not enter into any settlement of any action under this Section 6.2 6.4 that materially negatively affects MirnaRxProNAi’s (or its Affiliate’s or Sublicensee’s) rights or interests under this Agreement without MirnaRxProNAi’s written consent, which consent shall not be unreasonably withheld or delayed. If a third party Third Party is infringing a Licensed Patent by making, using or selling a Licensed .Product product in the Field of Use (a “Field Infringement”), and Marina Bio does not enforce the Licensed Patent against such Field Infringement within [***] days after request by MirnaRxProNAi, or ceases such enforcement without causing the Field Infringement to terminate, then thereafter MirnaRx ProNAi shall have the right to enforce the applicable Licensed Patents against such Field Infringement, at its expense, and shall keep Marina Bio reasonably informed of such enforcement: . In any such enforcement by MirnaRxProNAi, Marina Bio agrees to join the action as a party plaintiff (at MirnaRxProNAi’s expense) if required for MirnaRx ProNAi to have standing to pursue the action and to cooperate and provide all reasonable assistance in MirnaRxProNAi’s enforcement.

Infringement by Third Parties. If requested by MirnaRx, Marina Bio shall use Commercially Reasonable Efforts to enforce the Licensed Patents against infringers that are causing a material negative impact on MirnaRx (or its Affiliate or Sublicensee) in the market for Licensed Product due to the infringement of the Licensed Patents. Marina Bio shall keep MirnaRx fully informed of the progress and results of any such enforcement action. Any recoveries in any such enforcement actions against an infringement brought under this Section 6.2 shall be used first to reimburse Marina Bio’s out-of-pocket costs and expenses (including attorneys’ fees) for such action and any remainder shall be shared equally by the licensees of the Licensed Patents affected by the infringement action. Marina Bio shall not enter into any settlement of any action under this Section 6.2 that materially negatively affects MirnaRx’s (or its Affiliate’s or Sublicensee’s) rights or interests under this Agreement without MirnaRx’s written consent, which consent shall not be unreasonably withheld or delayed. If a third party is infringing a Licensed Patent by making, using or selling a Licensed .Product Product (a “Field Infringement”), and Marina Bio does not enforce the Licensed Patent against such Field Infringement within [***] after request by MirnaRx, or ceases such enforcement without causing the Field Infringement to terminate, then thereafter MirnaRx shall have the right to enforce the applicable Licensed Patents against such Field Infringement, at its expense, and shall keep Marina Bio reasonably informed of such enforcement: . In any such enforcement by MirnaRx, Marina Bio agrees to join the action as a party plaintiff (at MirnaRx’s expense) if required for MirnaRx to have standing to pursue the action and to cooperate and provide all reasonable assistance in MirnaRx’s enforcement.

Infringement by Third Parties. If requested by MirnaRxICC, Marina Bio shall use Commercially Reasonable Efforts to Pure may, but is not obligated to, enforce the Licensed Patents against infringers that are causing a material negative impact on MirnaRx (or its Affiliate or Sublicensee) in within the market for Licensed Product due to the infringement of ICC Territory and ICC Field. Where Pure enforces the Licensed Patents. Marina Bio , then Pure shall keep MirnaRx ICC fully informed of the progress and results of any such enforcement action. Any recoveries in any such enforcement actions against an infringement brought under this Section 6.2 10.3 shall be used first to reimburse Marina BioPure’s out-of-pocket costs and expenses (including attorneys’ fees) for such action and any remainder shall be shared equally retained by the licensees of the Licensed Patents affected by the infringement actionPure. Marina Bio Pure shall not enter into any settlement of any action under this Section 6.2 10.3 that materially negatively affects MirnaRxICC’s (or its Affiliate’s or Sublicensee’s) rights or interests under this Agreement without MirnaRxICC’s written consent, which consent shall not be unreasonably withheld or delayed. If a third party Third Party is infringing a Licensed Patent by making, using or selling making a Licensed .Product Product that ICC has the exclusive right under this Agreement to Manufacture (a “Field Infringement”), and Marina Bio if Pure does not enforce the Licensed Patent against such Field Infringement within [***] ninety (90) days after request by MirnaRxICC, or ceases such enforcement without causing the Field Infringement to terminate, then thereafter MirnaRx ICC shall have the right to enforce the applicable Licensed Patents against such Field Infringement, at its expense, and shall keep Marina Bio Pure reasonably informed of such enforcement: . In any such enforcement by MirnaRxICC, Marina Bio Pure agrees to join the action as a party plaintiff (at MirnaRxICC’s expense) if required for MirnaRx ICC to have standing to pursue the action and to cooperate and provide all reasonable assistance in MirnaRxICC’s enforcement. In any instance when ICC enforces the Licensed Patent, ICC shall be entitled to receive and keep any recoveries in any such enforcement action as reimbursement of ICC’s out of pocket costs and expenses (including Attorney’s fees) for such actions and any remainder shall be retained by ICC.

Infringement by Third Parties. If requested by MirnaRx, Marina Bio shall use Commercially Reasonable Efforts to enforce In the Licensed Patents against infringers event that are causing a material negative impact on MirnaRx (Novavax or its Affiliate CPLB becomes aware of or Sublicensee) has reasonable suspicions of Third Party activities in the market for Licensed Product due to the Territory that could constitute infringement or misappropriation of the Novavax Licensed Patents. Marina Bio Rights and/or CPLB Licensed Rights, then such Party shall keep MirnaRx fully informed promptly notify the other Party of such Third Party activities, including identification of such Third Party and delineation of the progress and results of any facts relating to such enforcement actionThird Party activities. Any recoveries in any such enforcement actions against an infringement brought under this Section 6.2 shall be used first to reimburse Marina Bio’s out-of-pocket costs and expenses (including attorneys’ fees) for such action and any remainder shall be shared equally by the licensees of the Licensed Patents affected by the infringement action. Marina Bio shall not enter into any settlement of any action under this Section 6.2 that materially negatively affects MirnaRx’s (or its Affiliate’s or Sublicensee’s) rights or interests under this Agreement without MirnaRx’s written consent, which consent shall not be unreasonably withheld or delayed. If a third party is infringing a Licensed Patent by making, using or selling a Licensed .Product (a “Field Infringement”), and Marina Bio does not enforce the Licensed Patent against such Field Infringement within [***] after request by MirnaRx, or ceases such enforcement without causing the Field Infringement to terminate, then thereafter MirnaRx Novavax shall have the right (but shall not be obligated) to enforce the applicable Novavax Licensed Patents Rights and/or CPLB Licensed Rights 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 Field InfringementThird Party), at its Novavax' sole expense. If Novavax does not enforce such Novavax Licensed Rights and/or CPLB Licensed Rights by (i) one hundred (100) days following the notice of alleged infringement or (ii) thirty (30) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such an action, whichever comes first, then CPLB shall have the right (but not the obligation) to enforce such Novavax Licensed Rights and/or CPLB Licensed Rights against any actual or alleged infringement or misappropriation thereof in the Territory by a Party (by bringing a suit, action or proceeding against such party), at CPLB's sole expense; provided, however, in the event Novavax does not enforce such Novavax Licensed Rights, CPLB shall obtain Novavax’ prior written consent before it may enforce such Novavax Licensed Rights. The non-prosecuting Party shall reasonably cooperate with the prosecuting Party in such enforcement activities, at the prosecuting Party's expense, and 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 Marina Bio the non-prosecuting Party reasonably informed of such enforcement: In regarding any such enforcement by MirnaRx, Marina Bio agrees to join the action as a party plaintiff (at MirnaRx’s expense) if required for MirnaRx to have standing to pursue the action and shall consider in good faith the reasonable comments and suggestions of the non-prosecuting Party related to cooperate and provide all reasonable assistance in MirnaRx’s enforcementsuch suit, action or proceeding. All recoveries received by the prosecuting Party from any such enforcement action shall be retained by the prosecuting Party. 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.

Infringement by Third Parties. If requested by MirnaRxBASILEA and ASTELLAS shall promptly notify the other in writing of any alleged or threatened infringement of any Patents relating to the Product in any country of which they become aware. Except as provided below in this Section 10.5, Marina Bio ASTELLAS shall use Commercially Reasonable Efforts have the first right, but not the obligation, to enforce control the Licensed Patents against infringers that are causing a material negative impact on MirnaRx (or its Affiliate or Sublicensee) prosecution of any infringement described in this Section 10.5 in the market for Licensed Product due to Territory and BASILEA shall have such right in the infringement of the Licensed PatentsRetained Territory. Marina Bio shall keep MirnaRx fully informed of the progress and results of If ASTELLAS brings any such enforcement action. Any recoveries action or proceeding under a BASILEA Patent or a Joint Patent, BASILEA agrees to be joined as a party plaintiff (and shall procure that any Affiliates will be joined in any such enforcement actions against an infringement brought under this Section 6.2 shall be used first as a plaintiff as necessary) if necessary to reimburse Marina Bio’s out-of-pocket prosecute the action or proceeding and to give ASTELLAS reasonable assistance and authority to file and prosecute the suit subject to being indemnified by ASTELLAS for all costs and expenses (including attorneys’ fees) that may be incurred by it or for any amounts that it may be ordered by any court to pay as a result of its taking part in the proceedings. If BASILEA brings any such action or proceeding under an ASTELLAS Patent or a Joint Patent, ASTELLAS agrees to be joined as a party plaintiff (and shall procure that any remainder shall Affiliates will be shared equally joined in as a plaintiff as necessary) if necessary to prosecute the action or proceeding and to give BASILEA reasonable assistance and authority to file and prosecute the suit subject to being indemnified by BASILEA for all costs and expenses that may be incurred by it or for any amounts that it may be ordered by any court to pay as a result of its taking part in the licensees of the Licensed Patents affected by the infringement action. Marina Bio shall not enter into any settlement of any action under this Section 6.2 that materially negatively affects MirnaRx’s (or its Affiliate’s or Sublicensee’s) rights or interests under this Agreement without MirnaRx’s written consent, which consent shall not be unreasonably withheld or delayedproceedings. If a third party is infringing a Licensed Patent by making, using or selling a Licensed .Product (a “Field Infringement”), and Marina Bio ASTELLAS does not enforce the Licensed Patent against such Field Infringement initiate an infringement action within [***] after request by MirnaRxin the case of an action brought under the Hatch Waxman Act) of learning of the infringement, or ceases such enforcement without causing the Field Infringement to terminate, then thereafter MirnaRx BASILEA shall have the right right, but not the obligation, to enforce the applicable Licensed bring such an action in respect of BASILEA Core Patents against such Field Infringement, at its expense, and shall keep Marina Bio reasonably informed of such enforcement: In any such enforcement by MirnaRx, Marina Bio agrees to join the action as a party plaintiff (at MirnaRx’s expense) if required for MirnaRx to have standing to pursue the action and to cooperate and provide all reasonable assistance in MirnaRx’s enforcementonly.