Common use of Infringement Procedures Clause in Contracts

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM and LICENSEE may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”). Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If BCM fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Action. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action under the provisions of this Section 9.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Action. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights shall be apportioned as follows: (a) the Party bringing the Infringement Action shall first recover a reasonable amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Action, (b) the Party cooperating in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action and (c) the remainder shall be divided equally between LICENSEE and BCM.

Infringement Procedures. During the Term term of this Agreement as defined belowAgreement, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Subject Technology and/or Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as followingfollows: (i) BCM BAYLOR and LICENSEE BELLICUM may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)party. Such joint Infringement Action action shall be brought in the names of both BCM BAYLOR and LICENSEEBELLICUM. LICENSEE If BAYLOR or BELLICUM decide to jointly prosecute an action or proceeding after it has been instituted by one Party, the action shall be continued in the name or names they both agree is expedient for efficient prosecution of such action. BELLICUM and BCM BAYLOR shall agree to the manner in which they shall exercise control over any joint Infringement Actionaction or proceeding, providing however that if they cannot agree BCM BAYLOR shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action)control. In such joint Infringement Actionaction or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE BELLICUM does not agree to participate in a joint Infringement Action, action or proceeding then BCM BAYLOR shall have the right, but not the obligation, to institute an Infringement Action on action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party. If BAYLOR elects to institute action, it does so at its own and in its own namecost. If BCM BAYLOR fails to bring such an Infringement Action action or proceeding within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE BELLICUM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Actionexpense. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM BAYLOR or LICENSEE BELLICUM commence an Infringement Action action under the provisions of this Section 9.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Action. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights shall be apportioned as follows:Paragraph 7.5 and (a) the Party bringing the Infringement Action action or proceeding shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Party cooperating in such Infringement Action action or proceeding shall then recover reasonable costs and expenses incurred by such Party, if any, Party directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall will be divided equally proportionately between LICENSEE BAYLOR and BCMBELLICUM according to the fraction of the costs and expenses incurred by each Party.

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Subject Technology and/or Patent Rights by a third partyparty (collectively “Third Party Activities”), and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM and LICENSEE may agree to jointly institute an action Except for infringement, misuse, misappropriation, theft or breach of confidence of proceedings involving the proprietary PC Patent rights against such third party (“Infringement Action”). Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action[***] Exclusive Field, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM shall have the right, but not the obligation, to institute an Infringement Action on its own action or proceeding against Third Party Activities and in its own namedefend any declaratory judgment action relating thereto. LICENSEE shall have the right, but not the obligation, to join any such suit, legal action or proceeding that is initiated by BCM, at LICENSEE’s cost. If BCM fails to bring such an Infringement Action action or proceeding within a period of three (3) months [***] after receiving notice or otherwise having knowledge of such infringementThird Party Activities, then LICENSEE shall have the right, but not the obligation, to prosecute the same solely with respect to the activities in the Field at its own expense and in its own name; expense. BCM shall, where necessary, furnish a power of attorney solely for such purpose or shall join in, or be named as a necessary party to, such action, at LICENSEE’s cost. The Party not instituting the action or the proceeding (the “Non-Instituting Party”) will reasonably cooperate with LICENSEE the Party instituting the action or the proceeding (the “Instituting Party”) in such Infringement Actionaction. In addition, if BCM the Non-Instituting Party cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEEthe Instituting Party’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action action under the provisions of this Section 9.5 9.7 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. Notwithstanding anything to the contrary contained herein, if BCM does not initiate any such suit, legal action or proceeding within the earlier of: (a) [***] after receiving notice under this Section 9.7(i), or (b) [***] before the time limit, if any, set forth in the applicable law or regulations for the filing of such suit, legal action or proceeding, whichever comes first, LICENSEE shall have the right, but not the obligation, to initiate, control and conduct any legal action or proceeding against such Third Party Activities and defend any declaratory judgment action relating thereto. Notwithstanding anything to the contrary contained herein, the Parties agree that in no event shall Kuur Therapeutics have any right to bring any suit, action or proceeding with respect to any matter solely involving infringement of any product in the [***] Non-Exclusive Field. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Subject Technology and/or Patent Rights under this Section 9.7(i) shall be apportioned as follows: : (a) the Instituting Party bringing the Infringement Action shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Non-Instituting Party cooperating in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between shared by the parties, with the Party bringing the action allocated [***] and the Party cooperating in such action allocated [***] of such amounts, such amount not to exceed [***]. (ii) In the case of an action pursuant to 9.5 (i), BCM and LICENSEE may decide to jointly prosecute an action or proceeding after it has been instituted by one Party. The action shall then be continued in the name or names they both agree is expedient for efficient prosecution of such action. Alternatively, BCM and LICENSEE may agree to jointly institute an action against Third Party Activities. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint action or proceeding, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control. In such joint action or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (iii) In the case of an action or proceeding involving the PC Patents in the [***] Exclusive Field, LICENSEE shall have the first right, but not the obligation, to institute an action or proceeding against Third Party Activities and defend any declaratory judgment action relating thereto. If LICENSEE fails to bring such an action or proceeding within a period of [***] after receiving notice or otherwise having knowledge of such Third Party Activities, then BCM shall have the right, but not the obligation, to bring such an action or proceeding within a period of [***] after LICENSEE fails to prosecute the same at its own expense, and LICENSEE may decide to jointly prosecute such action with BCM. [***] Exclusive Field [***] Non-Exclusive Field. (iv) [***] Exclusive Field. [***] Exclusive Field [***] Exclusive Field [***]

Infringement Procedures. During the Term term of this Agreement as defined belowAgreement, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM BAYLOR and LICENSEE VGX may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)party. Such joint Infringement Action action shall be brought in the names of both BCM BAYLOR and LICENSEEVGX. LICENSEE If BAYLOR or VGX decides to jointly prosecute an action or proceeding after it has been instituted by one Party, the action shall be continued in the name or names they both agree is expedient for efficient prosecution of such action. VGX and BCM BAYLOR shall agree to the manner in which they shall exercise control over any joint Infringement Actionaction or proceeding. However, providing however that if they cannot agree BCM shall have should the right to unilaterally parties disagree on a particular decision, BAYLOR may decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action)decision with input from VGX. In such joint Infringement Actionaction or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE VGX does not agree to participate in a joint Infringement Action, action or proceeding then BCM BAYLOR shall have the right, but not the obligation, to institute an Infringement Action on action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party. If BAYLOR elects to institute action, it does so at its own and in its own namecost. If BCM BAYLOR fails to bring such an Infringement Action action or proceeding within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE VGX shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Actionexpense. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM BAYLOR or LICENSEE VGX commence an Infringement Action action under the provisions of this Section 9.5 Paragraph 8.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of the Patent Rights shall be apportioned as follows: (a) the Party bringing the Infringement Action action or proceeding shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Action, action or proceeding, (b) the Party cooperating in such Infringement Action action or proceeding shall then recover reasonable costs and expenses incurred by such Party, if any, Party directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between LICENSEE VGX and BCMBAYLOR.

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of or other proprietary rights in or to the Subject Technology and/or Patent Rights by a third partyparty (collectively “Third Party Activities”), and with respect to such activities as are suspected. Any action or proceeding against such third party Third Party Activities shall be instituted as following: (i) BCM and LICENSEE may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”). Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM shall have the first right, but not the obligation, to institute an Infringement Action on its own and in its own nameaction or proceeding against Third Party Activities. If BCM fails to bring such an Infringement Action action or proceeding within a period of three (3) months after receiving notice or otherwise having knowledge of such infringementThird Party Activities, then LICENSEE shall have the right, but not the obligation, to prosecute the same solely with respect to the activities in the Field at its own expense and in expense, using legal counsel of its own name; BCM choice acceptable to BCM, whose acceptance shall not be unreasonably withheld, conditioned, or delayed. (ii) The Party not instituting the action or the proceeding (the “Non-Instituting Party”) will reasonably cooperate with LICENSEE the Party instituting the action or the proceeding (the “Instituting Party”) in such Infringement Actionaction. In addition, if BCM the Non-Instituting Party cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEEthe Instituting Party’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action action under the provisions of this Section 9.5 Paragraph 9.7 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence or other proprietary rights in or to the Subject Technology and/or Patent Rights by a third party shall be apportioned as follows: : (a) the Party bringing the Infringement Action action or proceeding shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Party cooperating in such Infringement Action action or proceeding shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between shared by the parties, with the Party bringing the action allocated eighty percent (80%) and the Party cooperating in such action allocated twenty percent (20%) of such amounts. Portions herein identified by [***] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. (iii) In the case of an action pursuant to Paragraph 9.7(i) or (ii), BCM and LICENSEE may decide to jointly prosecute an action or proceeding after it has been instituted by one Party. The action shall then be continued in the name or names they both agree is expedient for efficient prosecution of such action. Alternatively, BCM and LICENSEE may agree to jointly institute an action against Third Party Activities in which case each of the Parties shall cooperate with the other Party as required of a Non-Instituting Party pursuant to Paragraph 9.7(iv). LICENSEE and BCMBCM shall agree to the manner in which they shall exercise control over any joint action or proceeding, providing however that if they cannot agree, BCM shall have the right to unilaterally decide on control. In such joint action or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally.

Infringement Procedures. During the Term term of this Agreement as defined belowAgreement, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the infringement, misuse, misappropriation, theft or breach of confidence of other proprietary rights in Patent Rights the Licensed IP by a third partyparty (collectively “Third Party Activities”), and with respect to such activities as are suspected. Any For Third Party Activities involving a Licensee’s exclusive field of use, the Licensee shall have the first right, but not the obligation, to institute an action or proceeding against such third party shall be instituted as following: (i) BCM Third Party Activities and LICENSEE may agree to jointly institute an defend any declaratory judgment action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)relating thereto. Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM The Patent Owner shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own namejoin any such suit, legal action or proceeding that is initiated by the Licensee, at the Licensee’s cost. The Patent Owner shall, where necessary, furnish a power of attorney solely for such purpose, or be named as a necessary party to, such action, at the Licensee’s cost. If BCM the Licensee fails to bring such an Infringement Action action or proceeding within the earlier of (a) a period of three (3) months after receiving notice or otherwise having knowledge of such infringementThird Party Activities, or (b) thirty (30) days before the time limit, if any, set forth in the applicable law or regulations for the filing of or response to such suit action or proceeding, whichever comes first, then LICENSEE the Patent Owner shall have the right, but not the obligation, to prosecute the same solely with respect to the activities at its own expense and in its own name; BCM expense. The Party not instituting the action or the proceeding (the “Non-Instituting Party”) will reasonably cooperate with LICENSEE the Party instituting the action or the proceeding (the “Instituting Party”) in such Infringement Actionaction. In addition, notwithstanding anything to the contrary contained herein, if BCM the Non-Instituting Party cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEEthe Instituting Party’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM the Patent Owner or LICENSEE the Licensee commence an Infringement Action action under the provisions of this Section 9.5 3.2 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights Licensed IP under this Section 3.2 shall be apportioned as follows: : (a) the Instituting Party bringing the Infringement Action shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Non-Instituting Party cooperating in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between LICENSEE shared by the Parties, with the Party bringing the action allocated eighty percent (80%) and BCMthe Party cooperating in such action allocated twenty percent (20%) of such amounts, such amount not to exceed $1,000,000. Consent to Settle. Neither Party shall settle any action covered by Section 3.2 without first obtaining the consent of the other Party, which consent will not be unreasonably withheld.

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Subject Technology and/or Patent Rights by a third partyparty (collectively “Third Party Activities”), and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM and Except for proceedings involving the PC Patent rights in the [***], LICENSEE may agree shall have the first right, but not the obligation, to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights proceeding against such third party (“Infringement Action”)Third Party Activities and defend any declaratory judgment action relating thereto. Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own namejoin any such suit, legal action or proceeding that is initiated by LICENSEE, at LICENSEE’s cost. If BCM LICENSEE fails to bring such an Infringement Action action or proceeding within a period of three (3) months [***] after receiving notice or otherwise having knowledge of such infringement, then LICENSEE shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Action. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringementThird Party Activities, then BCM shall have the right, but not the obligation, to prosecute the same solely with respect to the activities at its own expense and in its own name; LICENSEE expense. BCM shall, where necessary, furnish a power of attorney solely for such purpose, or be named as a necessary party to, such action, at LICENSEE’s cost. The Party not instituting the action or the proceeding (the “Non-Instituting Party”) will reasonably cooperate with BCM the Party instituting the action or the proceeding (the “Instituting Party”) in such Infringement Actionaction. In addition, notwithstanding anything to the contrary contained herein, if LICENSEE the Non-Instituting Party cooperates in such Infringement Action at BCM’s requestaction, such cooperation shall be at BCMthe Instituting Party’s sole expense. (iv) . Should either BCM or LICENSEE commence an Infringement Action action under the provisions of this Section 9.5 9.7 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. Notwithstanding anything to the contrary contained herein, if LICENSEE does not initiate any such suit, legal action or proceeding within the earlier of: (a) [***] after receiving notice under this Section 9.7(i), or (b) [***] before the time limit, if any, set forth in the applicable law or regulations for the filing of such suit, legal action or proceeding, whichever comes first, BCM shall have the right, but not the obligation, to initiate, control and conduct any legal action or proceeding against such Third Party Activities and defend any declaratory judgment action relating thereto. Notwithstanding anything to the contrary contained herein, the Parties agree that in no event shall [***] have any right to bring any suit, action or proceeding with respect to any matter solely involving infringement of any product in the [***]. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Subject Technology and/or Patent Rights under this Section 9.7(i) shall be apportioned as follows: : (a) the Instituting Party bringing the Infringement Action shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Non-Instituting Party cooperating in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between shared by the Parties, with the Party bringing the action allocated [***] and the Party cooperating in such action allocated [***] of such amounts, such amount not to exceed [***]. (ii) In the case of an action pursuant to Section 9.7(i), BCM and LICENSEE may decide to jointly prosecute an action or proceeding after it has been instituted by one Party. The action shall then be continued in the name or names they both agree is expedient for efficient prosecution of such action. Alternatively, BCM and LICENSEE may agree to jointly institute an action against Third Party Activities. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint action or proceeding, providing however that if they cannot agree LICENSEE shall have the right to unilaterally decide on control. In such joint action or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (iii) In the case of an action or proceeding involving the PC Patents in the [***], LICENSEE shall have the first right, but not the obligation, to institute an action or proceeding against Third Party Activities and defend any declaratory judgment action relating thereto. If LICENSEE fails to bring such an action or proceeding within a period of [***] after receiving notice or otherwise having knowledge of such Third Party Activities, then BCM shall have the right, but not the obligation, to bring such an action or proceeding within a period of [***] after LICENSEE fails to prosecute the same at its own expense, and LICENSEE may decide to jointly prosecute such action with BCM. [***] (iv) [***].

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as followingfollows: (i) BCM and LICENSEE may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)party. Such joint Infringement Action action shall be brought in the names of both BCM and LICENSEE. If BCM or LICENSEE decides to jointly prosecute an action or proceeding after it has been instituted by one Party, the action shall be continued in the name or names they both agree is expedient for efficient prosecution of such action. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Actionaction or proceeding, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action)control. In such joint Infringement Actionaction or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, action or proceeding then BCM shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own nameaction for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party. If BCM does not agree to participate in a joint action or proceeding or if BCM fails to bring such an Infringement Action action or proceeding within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE shall have the right, but not the obligation, to prosecute the same at its own expense and in its own nameexpense; BCM will reasonably cooperate with LICENSEE in such Infringement Actionaction. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action action under the provisions of this Section 9.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights shall be apportioned as follows: (a) the Party bringing the Infringement Action action or proceeding shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Party cooperating in such Infringement Action action or proceeding shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between LICENSEE and BCM.

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Subject Technology and/or Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM and LICENSEE may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)party. Such joint Infringement Action action shall be brought in the names of both BCM and LICENSEE. If BCM or LICENSEE decides to jointly prosecute an action or proceeding after it has been instituted by one Party, the action shall be continued in the name or names they both agree is expedient for efficient prosecution of such action. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Actionaction or proceeding, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action)control. In such joint Infringement Actionaction or proceeding, the out-of-pocket costs shall be borne equally[***], and any recovery or settlement shall be shared equally[***]. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, action or proceeding then BCM shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own nameaction for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party. If BCM fails to bring such an Infringement Action action or proceeding within a period of three (3) months [***] after receiving notice or otherwise having knowledge of such infringement, then LICENSEE shall have the right, but not the obligation, to prosecute the same at its own expense and in its own nameexpense; BCM will reasonably cooperate with LICENSEE in such Infringement Actionaction. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action action under the provisions of this Section Paragraph 9.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Subject Technology and/or Patent Rights shall be apportioned as follows: (a) the Party bringing the Infringement Action action or proceeding shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Party cooperating in such Infringement Action action or proceeding shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between LICENSEE and BCM[***].

Infringement Procedures. During (i) In the Term event the NIH, BCM, including its LICENSEE, shall learn of this Agreement as defined below, each Party shall promptly inform the other of any suspected substantial infringement of any claims in patent subject to this Agreement, the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM and LICENSEE may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence who learns of the proprietary rights against such third infringement shall promptly notify the other party (“Infringement Action”)in writing and shall provide the other party with all available evidence of the infringement. Such joint Infringement Action shall be brought in the names of both The BCM and LICENSEE, in cooperation with the NIH, shall use their best efforts to eliminate the infringement without litigation. LICENSEE and BCM shall agree to If the manner efforts of the parties are not successful in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have eliminating the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Actioninfringement within [***] after the infringer has been formally notified of the infringement by the BCM, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM shall have the right, but not after consulting with the obligationNIH, to institute an Infringement Action commence suit on its own and in account. The NIH may join the BCM’s suit or commence its own name. If suit. (ii) The BCM fails may permit LICENSEE to bring such an Infringement Action within a period of three (3) months after receiving suit on their own account, but only if the NIH and the BCM elect not to commence separately or join each other in any suit, other than as nominal party plaintiff, either by formal notice or otherwise having knowledge of such infringement, then LICENSEE by failure to act within the [***] period set forth in Paragraph 9.5(i). The NIH shall have retain the right, but not the obligation, right to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Action. In addition, if BCM cooperates in such Infringement Action at join any LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expensesuit. (iii) If BCM does not agree to participate in a joint Infringement Action, then Neither LICENSEE shall have nor the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have take action to compel the rightNIH either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any suit by motion or any other action of LICENSEE or the BCM, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense[***]. (iv) Should either BCM Legal action or LICENSEE commence an Infringement Action under the provisions of this Section 9.5 and thereafter elect suits to abandon the same, it eliminate infringement or recover damages pursuant to Paragraph 9.5(i) shall give timely notice be [***]. All damages recovered thereby shall first be used to reimburse each party for its expenses relating to the other Party who maylegal action, if it so desires, continue prosecution and the remainder of such Infringement Action. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights shall be apportioned as follows:the damages [***]. (av) Each party agrees to cooperate with the Party bringing the Infringement Action shall first recover a reasonable amount equal the costs and expenses incurred other in litigation proceedings. The NIH may be represented, at its expense, by such Party directly related to the prosecution counsel of such Infringement Action, (b) the Party cooperating its choice in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action and (c) the remainder shall be divided equally between LICENSEE and BCMany suit.

Infringement Procedures. During the Term term of this Agreement as defined belowAgreement, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the infringement, misuse, misappropriation, theft or breach of confidence of other proprietary rights in Patent Rights the Licensed IP by a third partyparty (collectively “Third Party Activities”), and with respect to such activities as are suspected. Any For Third Party Activities involving a Licensee’s exclusive field of use, the Licensee shall have the first right, but not the obligation, to institute an action or proceeding against such third party shall be instituted as following: (i) BCM Third Party Activities and LICENSEE may agree to jointly institute an defend any declaratory judgment action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)relating thereto. Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM The Patent Owner shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own namejoin any such suit, legal action or proceeding that is initiated by the Licensee, at the Licensee’s cost. The Patent Owner shall, where necessary, furnish a power of attorney solely for such purpose, or be named as a necessary party to, such action, at the Licensee’s cost. If BCM the Licensee fails to bring such an Infringement Action action or proceeding within the earlier of (a) a period of three ofthree (3) months after receiving notice or otherwise having knowledge of such infringementThird Party Activities, or (b) thirty (30) days before the time limit, if any, set forth in the applicable law or regulations for the filing of or response to such suit action or proceeding, whichever comes first, then LICENSEE the Patent Owner shall have the right, but not the obligation, to prosecute the same solely with respect to the activities at its own expense and in its own name; BCM expense. The Party not instituting the action or the proceeding (the “Non-Instituting Party”) will reasonably cooperate with LICENSEE the Party instituting the action or the proceeding (the “Instituting Party”) in such Infringement Actionaction. In addition, notwithstanding anything to the contrary contained herein, if BCM the Non-Instituting Party cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEEthe Instituting Party’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM the Patent Owner or LICENSEE the Licensee commence an Infringement Action action under the provisions of this Section 9.5 3.2 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Actionaction or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights Licensed IP under this Section 3.2 shall be apportioned as follows: : (a) the Instituting Party bringing the Infringement Action shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Non-Instituting Party cooperating in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall be divided equally between LICENSEE shared by the Parties, with the Party bringing the action allocated eighty percent (80%) and BCMthe Party cooperating in such action allocated twenty percent (20%) of such amounts, such amount not to exceed $1,000,000. Consent to Settle. Neither Party shall settle any action covered by Section 3.2 without first obtaining the consent of the other Party, which consent will not be unreasonably withheld.

Infringement Procedures. During the Term term of this Agreement as defined belowAgreement, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Subject Technology and/or Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as followingfollows: (i) BCM BAYLOR and LICENSEE BELLICUM may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”)party. Such joint Infringement Action action shall be brought in the names of both BCM BAYLOR and LICENSEEBELLICUM. LICENSEE If BAYLOR or BELLICUM decide to jointly prosecute an action or proceeding after it has been instituted by one Party, the action shall be continued in the name or names they both agree is expedient for efficient prosecution of such action. BELLICUM and BCM BAYLOR shall agree to the manner in which they shall exercise control over any joint Infringement Actionaction or proceeding, providing however that if they cannot agree BCM BAYLOR shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action)control. In such joint Infringement Actionaction or proceeding, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE BELLICUM does not agree to participate in a joint Infringement Action, action or proceeding then BCM BAYLOR shall have the right, but not the obligation, to institute an Infringement Action on action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party. If BAYLOR elects to institute action, it does so at its own and in its own namecost. If BCM BAYLOR fails to bring such an Infringement Action action or proceeding within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE BELLICUM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Actionexpense. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM BAYLOR or LICENSEE BELLICUM commence an Infringement Action action under the provisions of this Section 9.5 Paragraph 7.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Action. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights shall be apportioned as follows:***Confidential Treatment Requested (a) the Party bringing the Infringement Action action or proceeding shall first recover a reasonable an amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Actionaction or proceeding, (b) the Party cooperating in such Infringement Action action or proceeding shall then recover reasonable costs and expenses incurred by such Party, if any, Party directly related to its cooperation in the prosecution of such Infringement Action action or proceeding and (c) the remainder shall will be divided equally proportionately between LICENSEE BAYLOR and BCMBELLICUM according to the fraction of the costs and expenses incurred by each Party.

Infringement Procedures. During the Term term of this Agreement as defined belowAgreement, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the infringement, misuse, misappropriation, theft or breach of confidence of other proprietary rights in Patent Rights the Licensed Technology by a third partyThird Party in the other Party’s exclusive field of use as provided in Article 2 (collectively “Third Party Activities”), and with respect to such activities as are suspected. Any MannKind shall have the sole right, but not the obligation, to institute an action or proceeding against such third party Third Party Activities related to the MannKind Patents and to defend any declaratory judgment action relating to the MannKind Patents. For Third Party Activities involving the Pulmatrix Patents in MannKind’s exclusive field of use as provided in Article 2, MannKind shall be instituted as following: (i) BCM and LICENSEE may agree have the sole right, but not the obligation, to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights proceeding against such third party (“Infringement Action”). Such joint Infringement Action shall be brought in the names of both BCM Third Party Activities and LICENSEE. LICENSEE defend any declaratory judgment action relating thereto and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM Pulmatrix shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own namejoin any such suit, legal action or proceeding that is initiated by M▇▇▇▇▇▇▇ with respect to the Pulmatrix Patents, at MannKind’s cost. If BCM fails to bring Pulmatrix shall, where necessary, furnish a power of attorney solely for such an Infringement Action within purpose, or be named as a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE shall have the right, but not the obligationnecessary party, to prosecute the same such action, at its own expense and in its own name; BCM M▇▇▇▇▇▇▇’s cost. Pulmatrix will reasonably cooperate with LICENSEE M▇▇▇▇▇▇▇ in such Infringement Actionaction. In addition, notwithstanding anything to the contrary contained herein, if BCM Pulmatrix cooperates in such Infringement Action at LICENSEE’s requestaction, such cooperation shall be at LICENSEEMannKind’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action under the provisions of this Section 9.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Action. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights Licensed Technology under this Section 3.2 shall be apportioned as follows: : (a) the Party bringing the Infringement Action MannKind shall first recover a reasonable an amount equal the costs and expenses incurred by such Party M▇▇▇▇▇▇▇ directly related to the prosecution of such Infringement Action, (b) the Party cooperating in such Infringement Action action or proceeding and Pulmatrix shall then recover reasonable any unreimbursed costs and expenses incurred by such PartyPulmatrix, if any, directly related to its cooperation in the prosecution of such Infringement Action action or proceeding (which amounts shall be allocated pro rata if insufficient to cover the totality of such costs and expenses) and (cb) the remainder shall be divided equally between LICENSEE and BCMallocated to the Party bringing the action.

Infringement Procedures. During the Term of this Agreement as defined below, each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or the misuse, misappropriation, theft or breach of confidence of other proprietary rights in Patent Rights by a third party, and with respect to such activities as are suspected. Any action or proceeding against such third party shall be instituted as following: (i) BCM and LICENSEE may agree to jointly institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party (“Infringement Action”). Such joint Infringement Action shall be brought in the names of both BCM and LICENSEE. LICENSEE and BCM shall agree to the manner in which they shall exercise control over any joint Infringement Action, providing however that if they cannot agree BCM shall have the right to ***Confidential Treatment Requested unilaterally decide on control (and in such event, LICENSEE may withdraw as a party to such Infringement Action). In such joint Infringement Action, the out-of-pocket costs shall be borne equally, and any recovery or settlement shall be shared equally. (ii) If LICENSEE does not agree to participate in a joint Infringement Action, then BCM shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If BCM fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then LICENSEE shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; BCM will reasonably cooperate with LICENSEE in such Infringement Action. In addition, if BCM cooperates in such Infringement Action at LICENSEE’s request, such cooperation shall be at LICENSEE’s sole expense. (iii) If BCM does not agree to participate in a joint Infringement Action, then LICENSEE shall have the right, but not the obligation, to institute an Infringement Action on its own and in its own name. If LICENSEE fails to bring such an Infringement Action within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then BCM shall have the right, but not the obligation, to prosecute the same at its own expense and in its own name; LICENSEE will reasonably cooperate with BCM in such Infringement Action. In addition, if LICENSEE cooperates in such Infringement Action at BCM’s request, such cooperation shall be at BCM’s sole expense. (iv) Should either BCM or LICENSEE commence an Infringement Action under the provisions of this Section 9.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such Infringement Action. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Patent Rights shall be apportioned as follows: (a) the Party bringing the Infringement Action shall first recover a reasonable amount equal the costs and expenses incurred by such Party directly related to the prosecution of such Infringement Action, (b) the Party cooperating in such Infringement Action shall then recover reasonable costs and expenses incurred by such Party, if any, directly related to its cooperation in the prosecution of such Infringement Action and (c) the remainder shall be divided equally between LICENSEE and BCM.