Common use of Infringement Clause in Contracts

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement of any (a) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Patent RightsBPM IP, MedImmune Patent Rights (excluding MedImmune within Collaboration Compound IP) , Roche Patent Rights or Joint Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio BPM Know-How, MedImmune Roche Know-How or Joint Know-How, in each case if and to the extent involving any commercialization of any Licensed Product (or other compounds that satisfy the Compound Criteria) for the applicable Collaboration Target in the Field, and shall provide the other Party with all evidence in its possession and Control supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] ten (10) Business Days after MedImmune a Party provides or receives such written notice (“Decision Period”), MedImmunesuch Party in its Territory (i.e., Roche in the Roche Territory and BPM in the BPM Territory), in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall notify Inovio the other Party in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and Roche decides to bring a suit or take actionaction in the Roche Territory with respect to such infringement or unauthorized use or misappropriation, once MedImmune provides the applicable Suit NoticeNotice is provided, MedImmune Roche may immediately commence such suit or take such action in the Roche Territory. In the event that Roche (i) does not in writing advise BPM within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, BPM shall thereafter have the right to commence suit or take action in the Roche Territory and shall provide written notice to Roche of any such suit commenced or action taken by BPM. If Inovio has the first right and BPM decides to bring a suit or take actionaction in the BPM Territory with respect to such infringement or unauthorized use or misappropriation, once Inovio provides the applicable Suit NoticeNotice is provided, Inovio BPM may immediately commence such suit or take such action in the BPM Territory. In the event that BPM (i) does not in writing advise Roche within the Decision Period that BPM will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall thereafter have the right to commence suit or take action in the BPM Territory and shall provide written notice to BPM of any such suit commenced or action taken by Roche. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action, and any actions that otherwise would have been Handled with respect to any Patent Rights subject to this Section 16 will be controlled by the Initiating Party to the extent reasonably related to such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice (“Infringement Notice”) to the other Party during the term of this Agreement of any (ai) known infringement or suspected infringement by a Third Party of any Inovio PTC Patent RightsRight, MedImmune Roche Patent Rights (excluding MedImmune Compound IP) Right or Joint Patent RightsRight, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio PTC Know-How, MedImmune Roche Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within As soon as possible after receiving an Infringement Notice, the Parties will convene a meeting of the JIPT at which the JIPT may discuss in good faith all available evidence of such infringement, use or misappropriation, and the appropriate manner of addressing such infringement, use or misappropriation, including without limitation preventing or stopping infringing activities (for example, by seeking a preliminary injunction), preserving the Parties’ rights to past and future damages (for example, by sending a cease and desist letter) defending against declaratory judgment actions with respect thereto, or taking any other action, or no action, as the Parties shall determine. The JIPT shall take into account each Party’s interest in formulating the response, if any, to infringement or threatened infringement of such PTC Patent Rights, Roche Patent Rights, or Joint Patent Rights or known or suspected unauthorized use or misappropriation of such PTC Know-How, Roche Know-How or Joint Know-How, including without limitation the relative merits of patent litigation versus the nature, scope and potential economic consequences of the infringement. Unless otherwise determined by the JIPT, Roche shall have the right initiate a suit or action to address such infringement, use or misappropriation, and shall and shall provide written notice to PTC of its decision (“Suit Notice”) within [XXXXXXX**] days after MedImmune Roche provides or receives such written notice the Infringement Notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and Roche decides to bring a suit or take action, once MedImmune Roche provides Suit Notice, MedImmune Roche may immediately commence such suit or take such action. If Inovio has In the first right and decides to bring a event that Roche (i) does not in writing advise PTC within the Decision Period that Roche will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Inovio may immediately PTC shall thereafter have the right to commence such suit or take action in the Territory and shall provide written notice to Roche of any such actionsuit commenced or action taken by PTC. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including without limitation the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement of any Memory Patent Right by a Third Party making, using, offering for sale, selling, or importing a compound which [*] CONFIDENTIAL TREATMENT IS REQUESTED is a nicotinic alpha-7 agonist or a product containing a compound which is a nicotinic alpha-7 agonist (collectively "NA7 Infringement"). After Roche has exercised its right to obtain a License with respect to a Product, Roche shall have the first right to bring and control any action or proceeding with respect to NA7 Infringement relating to a Memory Patent Right Covering such Product at Roche's own expense and by counsel of its own choice, and Memory shall have the right, at its own expense, to be represented in any Inovio Patent Rights, MedImmune Patent Rights such action by counsel of its own choice. If Roche fails to bring any such action or proceeding with respect to NA7 Infringement within (excluding MedImmune Compound IPa) or Joint Patent Rights, [*] days following the notice of alleged infringement or (b) known or suspected unauthorized use or misappropriation [*] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Memory shall have the right to bring and control any such action at its own expense and by a Third counsel of its own choice, and Roche shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. A Party that elects to bring and control an infringement action pursuant to this Section 13.5 shall provide prompt written notice to the other Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit commenced or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate taken by such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such actionParty. Upon written request, the Party bringing suit or taking action (“"Initiating Party”") shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all substantive documents or and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including including, without limitation, the Initiating Party’s 's attorneys’ ' fees and court costs. Any Prior to Roche exercising its right to obtain a License with respect to the Product that is the subject of the suit or action, Memory shall pay attorneys' fees and court costs and shall be entitled to retain any damages, settlement fees or other consideration received as a result of such suit or action. After Roche has exercised its right to obtain a License with respect to the Product which is the subject of such suit or action, the Parties' attorneys' fees and court costs in connection with any such suit or action shall be deducted from any damages, settlement fees or other consideration received as a result of such suit or action and the balance thereof shall be retained belong to the Initiating Party, except to the extent such damages, settlement fees or other consideration are attributable to lost profits with respect to Products in the Territory, in which case the Parties shall share in such recovery as follows: (i) if Memory has exercised its co-promotion right with respect to such Product, Memory shall receive [*]% of the lost profits for such Product and Roche shall receive the remaining [*]%; or (ii) if Memory has not exercised its co-promotion right with respect to such Product, Memory shall receive the royalty that it would have pursuant to Article 5 had the infringing sales been made by the initiating partyParties, and Roche would receive the balance of the recovery. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request to the other Party, the other Party agrees to be joined shall join as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s 's written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating PartyParty except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented have its own representation in any such suit or action by its own counsel at its own expense. The [*] CONFIDENTIAL TREATMENT IS REQUESTED Prior to Roche obtaining a License with respect to the Product which is the subject of such suit or action, Memory shall have the sole right to control any settlement and all negotiations relating thereto. After Roche has exercised its right to obtain a License with respect to the Product which is the subject of suit or action, the Initiating Party may settleshall have the right to control settlement; provided, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) however, that no settlement shall be entered into without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not to be unreasonably withheld. For the avoidance of doubt, Memory shall have the right, but not the obligation, to bring and control any action or proceeding with respect to any Memory Patent Right relating to infringement other than NA7 Infringement, at its own expense, without obligation or notice to Roche.

Infringement. Each Party shall promptly provide written notice to notify the other Party during if it becomes aware of a third party that is infringing the term Licensed IP Rights in the Field. Fallbrook shall have the first right, but not the obligation, to control the enforcement of this Agreement of any (a) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune Patent Licensed IP Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide in the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriationField. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmuneIf Fallbrook, in its sole discretion, shall decide whether or not decides to initiate such suit an action or action proceeding against a third party to enforce the Licensed IP Rights in the Territory and Field, HG shall notify Inovio cooperate with Fallbrook in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune such action or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovioproceeding at Fallbrook’s sole expense. If Fallbrook, in its sole discretion, shall decide whether or elects not to initiate such suit an action or action proceeding to enforce any patent(s) included in the Territory Licensed IP Rights against a third party infringer within the Field within three (3) months of receiving notice of such infringement from HG, and shall provide MedImmune Suit Notice. If MedImmune if HG has the first right and decides to bring a suit or take actionmaintained its exclusive license under this Agreement, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party then HG shall have the option to terminate this Agreement, in its sole discretion. If HG does not elect to terminate this Agreement, it shall have the right, at its sole discretion, to initiate an action or proceeding against such third party infringer to enforce the subject patent(s) included in the Licensed IP Rights in the Field. In the event that HG is entitled to and exclusive right does elect to select counsel for any such suit initiate an action or action. The Initiating Party shall, except as provided below, pay all expenses proceeding against a third party infringer to enforce a patent that is part of the suit Licensed IP Rights in the Field, Fallbrook shall cooperate with HG in prosecuting such action or actionproceeding, including the Initiating Party’s attorneys’ fees and court costs. Any damagesbut not limited to, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees agreeing to be joined named as a party to the suit any civil action to xxxxx such infringing activity, provided, however, that (a) HG shall pay all costs arising from such action or action but proceeding, (b) HG shall be entitled to place in an escrow account held by an independent third party escrow agent, and pursuant to an escrow agreement reasonably acceptable to Fallbrook and HG (the “Escrow Agreement”) that must include at least the terms of this section (including appropriate interest terms which shall be based upon prevailing market interest rates), royalties due under no obligation Section 4.2 up to participate except an amount equal to any actual out-of-pocket costs incurred by HG arising from such action or proceeding (“Escrow Royalties”), and (c) nothing in this Section shall, nor shall it be purported to, transfer to HG any right, title, ownership or other interest in or to the extent that Licensed IP Rights. With respect to all monies recovered by HG upon the final judgment or settlement of such participation is required as action or proceeding, (i) HG shall first retain the result amount of its being a named party actual costs and expenses for prosecuting such action or proceeding, (ii) HG shall then use the remaining proceeds to pay to Fallbrook an amount equal to the suit or action. At Escrow Royalties plus the Initiating Party’s written requestamount of interest earned on such Escrow Royalties under the Escrow Agreement, upon payment of which HG and Fallbrook shall instruct the independent escrow agent under the Escrow Agreement to release the Escrow Royalties and all interest earned thereon to HG, and (iii) finally, the other Party remaining proceeds shall offer reasonable assistance be divided *** to HG and *** to Fallbrook. Notwithstanding the foregoing, if HG either (A) loses such action, (B) receives a judgment in its favor or enters a *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. settlement agreement under either of which HG would be entitled to an amount that, after withholding its costs of prosecuting such action, is less than the Escrow Royalties, or (C) HG ceases to do business, then in each case the independent escrow agent shall be directed by HG and Fallbrook to pay to Fallbrook an amount of the Escrow Royalties equal to the Initiating Party in connection therewith at no charge Escrow Royalties less any amounts that HG paid to Fallbrook pursuant to clause (ii) of this paragraph, plus all interest earned on the Initiating Party. The other Party Escrow Royalties paid to Fallbrook by the independent escrow agent, and the independent escrow agent shall have the right be directed by HG and Fallbrook to participate pay any remaining Escrow Royalties and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldinterest earned thereon to HG.

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Patent RightsBPM IP, MedImmune Patent Rights (excluding MedImmune within Collaboration Compound IP) , Roche Patent Rights or Joint Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio BPM Know-How, MedImmune Roche Know-How or Joint Know-How, in each case if and to the extent involving any commercialization of any Licensed Product (or other compounds that satisfy the Compound Criteria) for the applicable Collaboration Target in the Field, and shall provide the other Party with all evidence in its possession and Control supporting such infringement or unauthorized use or misappropriation. ​ Within [XXXXXXX] ten (10) Business Days after MedImmune a Party provides or receives such written notice (“Decision Period”), MedImmunesuch Party in its Territory (i.e., Roche in the Roche Territory and BPM in the BPM Territory), in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall notify Inovio the other Party in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. ​ If MedImmune has the first right and Roche decides to bring a suit or take actionaction in the Roche Territory with respect to such infringement or unauthorized use or misappropriation, once MedImmune provides the applicable Suit NoticeNotice is provided, MedImmune Roche may immediately commence such suit or take such action in the Roche Territory. In the event that Roche (i) does not in writing advise BPM within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, BPM shall thereafter have the right to commence suit or take action in the Roche Territory and shall provide written notice to Roche of any such suit commenced or action taken by BPM. If Inovio has the first right and BPM decides to bring a suit or take actionaction in the BPM Territory with respect to such infringement or unauthorized use or misappropriation, once Inovio provides the applicable Suit NoticeNotice is provided, Inovio BPM may immediately commence such suit or take such action in the BPM Territory. In the event that BPM (i) does not in writing advise Roche within the Decision Period that BPM will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall thereafter have the right to commence suit or take action in the BPM Territory and shall provide written notice to BPM of any such suit commenced or action taken by Roche. ​ ​ Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action, and any actions that otherwise would have been Handled with respect to any Patent Rights subject to this Section 16 will be controlled by the Initiating Party to the extent reasonably related to such suit or action. ​ The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party party shall promptly provide written notice to notify the other Party during the term of this Agreement of any (a) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio party in writing of any infringement or potential infringement of the Facility Name and/or Facility Trademarks that comes to its decision attention and each party agrees to cooperate with the other in writing (“Suit Notice”)taking steps to terminate such infringement. Whenever any infringement activity is taking place at the Facility, Sears Point may initiate any reasonable proceedings or legal action designed to prevent the continuation of an illegal enterprise at its Facility provided Infineon is promptly notified of such proceedings, and Infineon shall cooperate therewith. Before Sears Point initiates any legal action against any third party for infringing upon the Facility Name or any of the Facility Trademarks it shall obtain Infineon's written permission which shall not unreasonably withheld or delayed; howeverprovided that in emergencies in which Sears Point in good faith believes the name or reputation of the Facility or its products is immediately and materially threatened, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune Sears Point may seek temporary or Enabling Technology Patents preliminary injunctive or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate equitable relief without first receiving permission from Infineon .. If Infineon approves any such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take legal action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party Infineon shall have the right to participate initiate and control such legal action, taking into account the legitimate concerns of Sears Point. Infineon hereby agrees that it shall be represented in solely responsible for any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose infringement claims asserted against Sears Point arising out of the suit use by Sears Point (or action (“Settlement”any sublicensee) without the written consent of the other Party but only if Facility Name or the Facility Trademarks consistent with the uses authorized by this Agreement during the Term, and shall hold Sears Point and its sublicensees harmless and defend them (with counsel reasonably approved by Sears Point) against any claims, costs (including, e.g. attorney's fees, expert witness and court costs), or liability arising from such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldclaims.

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Patent RightsSQZ IP, MedImmune Patent Rights (excluding MedImmune Compound IP) Roche IP or Joint Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-HowSQZ IP, MedImmune Know-How Roche IP or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX********] after MedImmune the applicable Party provides or receives such written notice (“Decision Period”), MedImmuneRoche for the Roche IP, Roche Product Specific Patent Rights, Joint Patent Rights (other than Joint Patent Rights covering Other Cell Therapy Collaboration Joint Inventions) and Joint Know-How (other than Joint Know-How covering Other Cell Therapy Collaboration Joint Inventions), or SQZ for SQZ IP, SQZ Platform Patent Rights, SQZ Product Specific Patent Rights, Joint Patent Rights covering Other Cell Therapy Collaboration Joint Inventions and Joint Know-How covering Other Cell Therapy Collaboration Joint Inventions, in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation, and shall notify Inovio the other Party in writing of its decision in writing (“Suit Notice”)decision; provided, however, if the potential infringement exists concurrently for a Roche Product Specific Patent Right in the Roche Territory and a SQZ Product Specific Patent Right in the SQZ Territory with respect to a Shared Product, the Parties will discuss and coordinate upon an infringement enforcement strategy, including which Party shall bring a suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents action against such Third Party. Within [********] after a Party provides or Delivery Device IP , then during the receives such written notice (“Decision Period”), Inoviothe deciding Party, in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory Territory, as applicable, and shall provide MedImmune notify the other Party in writing of its decision in writing. Any notice of a decision as to whether or not to initiate a suit or action shall be a “Suit Notice”. If MedImmune has the first right and Party providing a Suit Notice (the “Notifying Party”) decides to bring a suit or take action, once MedImmune the Notifying Party provides Suit Notice, MedImmune it may immediately commence such suit or take such action. If Inovio has In the first right and decides to bring a event that the Notifying Party (i) does not in writing advise the other Party within the Decision Period that the Notifying Party will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Inovio may immediately the other Party shall thereafter have the right (subject to the Notifying Party’s written consent, not to be unreasonably withheld} to commence suit or take action in the Territory and shall provide written notice to the Notifying Party of any such suit commenced or action taken by such other Party; provided that in no such instance shall Roche have the right to bring such suit or take such actionaction with respect to a SQZ Platform Patent Right. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and fees, court costs, and any potential damages or other considerations incurred as the result of bringing such suit or action. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement by a Third Party of any Inovio Roche Patent Rights, MedImmune Company Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Roche Know-How, MedImmune Company Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within Subject to Section 14.12, within [XXXXXXX***] after MedImmune Company provides or receives such written notice (“Decision Period”), MedImmuneCompany, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio Roche in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and Company decides to bring a suit or take action, once MedImmune Company provides Suit Notice, MedImmune Company may immediately promptly commence such suit or take such action. If Inovio has In the first right and decides to bring a event that Company (i) does not in writing advise Roche within the Decision Period that Company will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within [***] after providing Suit Notice, Inovio may immediately Rxxxx shall thereafter have the right to commence such suit or take action in the Territory and shall provide written notice to Company of any such actionsuit commenced or action taken by Roche. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costscosts and damages owed to Third Parties. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement by a Third Party of any Inovio Roche Patent Rights, MedImmune Millendo Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] ninety (90) days after MedImmune Millendo provides or receives such written notice (“Decision Period”), MedImmuneMillendo, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio Roche in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and Millendo decides to bring a suit or take action, once MedImmune Millendo provides Suit Notice, MedImmune Millendo may immediately commence such suit or take such action. If Inovio has In the first right and decides to bring a event that Millendo (i) does not in writing advise Roche within the Decision Period that Millendo will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Inovio may immediately Roche shall thereafter have the right to commence such suit or take action in the Territory with respect to any Roche Patent Right or Joint Patent Right and shall provide written notice to Millendo of any such actionsuit commenced or action taken by Roche. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Hookipa Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Hookipa Know-How or Roche Know-How, MedImmune Know-How in each case (i) and (ii) arising from the exploitation of a product competitive with a Product, or Joint Know-Howthe composition of matter, method of use or method of making such Product, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] To the extent such infringement or unauthorized use or misappropriation is related to a Product-Specific Patent Right, within *** days after MedImmune Roche provides or receives such written notice (“Decision Period”), MedImmuneRoche, in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall notify Inovio in writing Hookipa of its decision in writing (“Suit Notice”); however. If Roche decides to bring a suit or take action, once Roche provides Suit Notice, Roche may immediately commence such suit or take such action at its own expense, and Hookipa shall have the right, at its own expense, to be represented in any such suit or action by counsel of its own choice. In the event that Roche (i) does not in writing advise Hookipa within the Decision Period that Roche will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, at the latest prior to *** months before the time limit (except that such *** month period shall not apply for proceedings seeking preliminary relief), if any, specified under Applicable Law for the potential commencement of such suit involves Inovio Background IP Rights that are or taking of such action, Hookipa shall thereafter have the right (subject to Roche’s written consent, not exclusively licensed to MedImmune be unreasonably withheld) to commence suit or Enabling Technology Patents take action in the Territory and shall provide written notice to Roche of any such suit commenced or Delivery Device IP action taken by Hxxxxxx. Roche shall have the right, then during at its own expense, to be represented in any such suit or action by counsel of its own choice. To the Decision Periodextent such infringement or unauthorized use or misappropriation is related to any other Hookipa Patent Right or Hookipa Know-How, Inoviowithin *** days after Hookipa provides or receives such written notice, Hookipa in its sole discretion, shall decide whether or not to initiate such a suit or action in the Territory regarding such infringement or unauthorized use or misappropriation and shall provide MedImmune Suit Noticenotify Roche of its decision in writing. If MedImmune has the first right and Hxxxxxx decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune Hookipa may immediately commence such suit or take such action. If Inovio has action at its own expense, and Roche shall have the first right and decides right, at its own expense, to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence be represented in any such suit or take action by counsel of its own choice. Certain information has been excluded from this agreement (indicated by “[***]”) HOOKIPA PHARMA INC. has determined such actioninformation (i) is not material and (ii) would be competitively harmful if publicly disclosed. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damagesUnless otherwise agreed by the Parties, and subject to the Parties’ respective obligations under Section 15, all monies recovered upon the final judgment or settlement fees or other consideration received as a result of such suit or any action described in this Section 13.9 shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined used as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune ICT Patent Rights (excluding MedImmune Compound IP) or Joint GlycArt Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune ICT Know-How or Joint GlycArt Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune Each Party shall have the right to enforce its Patent Rights as it deems appropriate at its own cost. Notwithstanding the above, if a Party provides or receives such written notice that a Composition of Matter Claim is being infringed and GlycArt has exercised its Option Right, then GlycArt shall have the right to enforce such ICT Patent Right and shall notify ICT in writing of its decision (“Suit Notice”) within sixty (60) days after being made aware of such infringement (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune GlycArt provides Suit Notice, MedImmune GlycArt may immediately commence such suit or take such action. If Inovio has In the first right and decides to bring a event that GlycArt (i) does not in writing advise ICT within the Decision Period that GlycArt will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Inovio may immediately ICT shall thereafter have the right to commence such suit or take action in the Territory and shall provide written notice to GlycArt of any such actionsuit commenced or action taken by ICT. Upon written request, the Party bringing suit or taking action with regard to a Composition of Matter Claim (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Roche Patent Rights, MedImmune PEGA1 Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Roche Know-How, MedImmune PEGA1 Know-How or Joint Know-Know- How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] ####]after MedImmune PEGA1 provides or receives such written notice (“Decision Period”), MedImmunePEGA1, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio Roche in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and PEGA1 decides to bring a suit or take action, once MedImmune PEGA1 provides Suit Notice, MedImmune PEGA1 may immediately commence such suit or take such action. If Inovio has In the first event that PEGA1 (i) does not in writing advise Roche within the Decision Period that PEGA1 will commence suit or take action, or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Roche shall thereafter have the right to commence suit or take action in the Territory and decides shall provide written notice to PEGA1 of any such suit commenced or action taken by Roche. Notwithstanding the above, in relation to Roche Patent Rights PEGA1’s right to bring a suit or take actionaction shall depend upon Roche’s prior written approval, once Inovio provides Suit Noticewhich shall not be unreasonably withheld or delayed (and if no written response for consent from Roche is received by PEGA1 within [####], Inovio may immediately commence such suit or take such actionconsent shall be deemed given). Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costscosts and damages owed to Third Parties. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement of any Memory Patent Right or Collaboration Patent Right by a Third Party making, using, offering for sale, selling, or importing a PDE4 inhibitor or a product containing a PDE4 inhibitor (collectively "PDE4 Infringement"). Roche shall have the first right to bring and control any action or proceeding with respect to such PDE4 Infringement at its own expense and by counsel of its own choice, and Memory shall have the right, at its own expense, to be represented in any Inovio Patent Rights, MedImmune Patent Rights such action by counsel of its own choice. If Roche fails to bring any such action or proceeding with respect to PDE4 Infringement within (excluding MedImmune Compound IPa) or Joint Patent Rights, [*] days following the notice of alleged infringement or (b) known or suspected unauthorized use or misappropriation [*] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, Memory shall have the right to bring and control any such action at its own expense and by a Third counsel of its own choice, and Roche shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. A Party that elects to bring and control an infringement action pursuant to this Section 13.4 shall provide prompt written notice to the other Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit commenced or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate taken by such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such actionParty. Upon written request, the Party bringing suit or taking action (“"Initiating Party”") shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all substantive documents or and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including including, without limitation, the Initiating Party’s 's attorneys’ ' fees and court costs. Any After deducting the Parties' attorneys fees and court costs in connection with any such suit or action, [*] CONFIDENTIAL TREATMENT IS REQUESTED any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by belong to the initiating partyInitiating Party, except to the extent such damages, settlement fees or other consideration are attributable to lost profits with respect to Products in the Territory, which shall form part of the Net Sales for determining amounts due to Memory in any calendar year. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request to the other Party, the other Party agrees to be joined shall join as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s 's written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating PartyParty except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented have its own representation in any such suit or action by its own counsel at its own expense. The Initiating Party may settleshall have the right to control settlement; provided, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) however, that no settlement shall be entered into without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not to be unreasonably withheld. For the avoidance of doubt, Memory shall have the right, but not the obligation, to bring and control and action or proceeding with respect to any Memory Patent Right relating to infringement other than PDE4 Infringement, at its own expense, without obligation or notice to Roche.

Infringement. Each If either Party shall promptly provide written notice to the other believes in good faith that any Patent Rights owned or controlled by a Party during the term of this Agreement of any (a) known infringement or suspected infringement are infringed by a Third Party through Competitive Product Infringement, the Party first having knowledge of any Inovio Patent Rights, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and such infringement shall provide promptly notify the other Party with all evidence in its possession supporting writing thereof, which notice shall set forth the facts of such infringement in reasonable detail. The Party owning or unauthorized use controlling such Patent Right shall have the first right, but not the obligation, to bring an action or misappropriation. Within [XXXXXXX] after MedImmune provides or receives proceeding to xxxxx such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action infringement in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit NoticeCo-Commercialization Territory. If MedImmune has the Party having the first right hereunder with respect to a Patent Right fails to institute and decides prosecute an action or proceeding to bring xxxxx the infringement within a suit period of one hundred twenty (120) days after receiving written notice or take actionotherwise having knowledge of the infringement as provided above, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep then the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole right, but not the obligation, to bring and exclusive right to select counsel for prosecute any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of action if such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party then has an exclusive or co-exclusive license under the relevant Patent Right pursuant to Article V. In such event, the Party which failed to bring such action agrees to be joined as a party plaintiff and to give the Party bringing such action reasonable assistance and all authority to control, file and prosecute the suit or as may be necessary; provided, however, that the Party failing to bring such action but shall have the right to participate in such action and to be represented in any such action by counsel of its choice, at its expense. Each Party’s costs related to patent enforcement (including internal costs and expenses specifically attributable to said patent enforcement) with respect to Competitive Product Infringement of jointly owned Program Patents in the Co-Commercialization Territory shall be under no obligation agreed to participate except to by the extent Parties in the Co-Commercialization Agreement. If a Third Party asserts that a patent or other right owned by it is infringed by the manufacture, import, use, sale or offer for sale of any Product, the Party first obtaining knowledge of such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, claim shall immediately provide the other Party with notice of such claim and the related facts in reasonable detail. In such event, the MOC shall offer reasonable assistance determine how best to control the Initiating defense of any such claim. In the event the MOC cannot determine the proper manner of defending any such claim, such defense shall be controlled by a Party selected by the MOC if the claim is brought in connection therewith at no charge to a country in the Initiating Party. The Co-Commercialization Territory; provided, however, that the other Party shall have the right to participate in such defense and to be represented in any such suit or action by counsel of its own counsel selection at its own expensesole discretion. The Initiating Party may settleselected by the MOC shall control settlement of any such claim brought in the Co-Commercialization Territory; provided, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) however, that no settlement shall be entered into without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldwithheld unreasonably. If a Third Party asserts that a patent or other right owned by it is infringed by the development, manufacture, use, sale, offer for sale or import of any Product, and as a result of settlement procedures or litigation under this Section 18 a Party is required to pay the Third Party a royalty or make any payment of any kind for the right to sell a Product in a particular country, such expense shall be [ * ]. The expenses of patent defense, settlement and judgments incurred pursuant to this Section 18 with respect to Products in the Co-Commercialization Territory shall be [ * ].

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement of any patent or patent application under NPS Patent Rights by a Third Party (hereinafter “Infringement”). Each Party shall promptly provide written notice to the other Party during the Agreement Term of any Inovio Patent Rights, MedImmune known infringement or suspected infringements of any patent or patent application under NPS Patent Rights by a Third Party making, using, offering for sale, selling, or importing a 5-HT6 receptor antagonist or a product containing a 5-HT6 receptor antagonist (excluding MedImmune Compound IPhereinafter “5-HT6 Infringement”). Memory shall have the first right to bring and control any action or proceeding with respect to such 5-HT6 Infringement [*] and by counsel of its own choice, and NPS shall have the right, [*], to be represented in any such action by counsel of its own choice. If Memory fails to bring any such action or proceeding with respect to 5-HT6 Infringement within (a) or Joint Patent Rights, [*] days following the notice of alleged infringement or (b) known or suspected unauthorized use or misappropriation [*] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, NPS shall have the right, but not the obligation, to bring and control any such action [*] and by a Third counsel of its own choice, and Memory shall have the right, [*], to be represented in any such action by counsel of its own choice. A Party that elects to bring and control an infringement action pursuant to this Section 13.4 shall provide prompt written notice to the other Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit commenced or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate taken by such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such actionParty. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all substantive documents or and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. [*] If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request to the other Party, the other Party agrees to be joined shall join as a party to the suit or action but shall be under no obligation to participate except to the minimal extent that such participation is required as the result of its being a named party to the suit or actionaction and provided the Initiating Party provides [*]. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating PartyParty except for [*]. The other Party shall have the right to participate and be represented have its own representation in any such suit or action by its own counsel at its own expense. The Initiating Party may settleshall have the right to control settlement; provided, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) however, that no settlement shall be entered into without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not to be unreasonably withheld.

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Roche Patent Rights, MedImmune CinCor Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Roche Know-How, MedImmune CinCor Know-How or Joint Know-How, and Roche shall provide the other Party CinCor with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX***] after MedImmune CinCor provides or receives such written notice (“Decision Period”), MedImmuneCinCor, in its sole discretion, shall decide whether or not to initiate such suit or take action (including sending notice to the infringer or suspected infringer) in the Territory and shall notify Inovio Roche in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and CinCor decides to bring a suit or take action, once MedImmune CinCor provides Suit Notice, MedImmune CinCor may immediately commence such suit or take such action. If Inovio has In the first right and decides to bring a event that CinCor (i) does not in writing advise Roche within the Decision Period that CinCor will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within a reasonable time after providing Suit Notice, Inovio may immediately Roche shall thereafter have the right to commence such suit or take action in the Territory and shall provide written notice to CinCor of any such actionsuit commenced or action taken by Roche, and CinCor shall provide Roche with ail evidence in its possession supporting such infringement or unauthorized use or misappropriation, except Roche shall not in any case have the right to commence suit or take action with respect to the CinCor Patent Rights or CinCor Know-How. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement of any Memory Patent Right or Collaboration Patent Right by a Third Party making, using, offering for sale, selling, or importing a PDE4 inhibitor or a product containing a PDE4 inhibitor (collectively "PDE4 Infringement"). Roche shall have the first right to bring and control any action or proceeding with respect to such PDE4 Infringement at its own expense and by counsel of its own choice, and Memory shall have the right, at its own expense, to be represented in any Inovio Patent Rights, MedImmune Patent Rights such action by counsel of its own choice. If Roche fails to bring any such action or proceeding with respect to PDE4 Infringement within (excluding MedImmune Compound IPa) or Joint Patent Rights, [*] days following the notice of alleged infringement or (b) known or suspected unauthorized use or misappropriation [*] days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever [*] CONFIDENTIAL TREATMENT IS REQUESTED comes first, Memory shall have the right to bring and control any such action at its own expense and by a Third counsel of its own choice, and Roche shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. A Party that elects to bring and control an infringement action pursuant to this Section 13.4 shall provide prompt written notice to the other Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit commenced or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate taken by such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such actionParty. Upon written request, the Party bringing suit or taking action (“"Initiating Party”") shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all substantive documents or and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including including, without limitation, the Initiating Party’s 's attorneys’ ' fees and court costs. Any After deducting the Parties' attorneys fees and court costs in connection with any such suit or action, any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by belong to the initiating partyInitiating Party, except to the extent such damages, settlement fees or other consideration are attributable to lost profits with respect to Products in the Territory, which shall form part of the Net Sales for determining amounts due to Memory in any calendar year. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request to the other Party, the other Party agrees to be joined shall join as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s 's written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating PartyParty except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented have its own representation in any such suit or action by its own counsel at its own expense. The Initiating Party may settleshall have the right to control settlement; provided, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) however, that no settlement shall be entered into without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not to be unreasonably withheld. For the avoidance of doubt, Memory shall have the right, but not the obligation, to bring and control and action or proceeding with respect to any Memory Patent Right relating to infringement other than PDE4 Infringement, at its own expense, without obligation or notice to Roche.

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement of any (ai) known infringement or suspected infringement by a Third Party of any Inovio Patent Rights, MedImmune Patent Rights (excluding MedImmune Licensed Compound IP) or Joint Patent Rights, or (bii) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Licensed Know-How, MedImmune Know-How or Joint Know-Howhow, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX*****] ([*****]) days after MedImmune Dermira provides or receives such written notice (“Decision Period”), MedImmuneDermira, in its sole discretion[*****], shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio Roche in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and Dermira decides to bring a suit or take action, once MedImmune Dermira provides Suit Notice, MedImmune Dermira may immediately commence such suit or take such action. If Inovio has In the first right and decides to bring a event that Dermira (i) does not in writing advise Roche within the Decision Period that Dermira will commence suit or take action, once Inovio provides or (ii) fails to commence suit or take action within [*****] after providing Suit Notice, Inovio may immediately Roche shall thereafter have the right to commence such suit or take action in the Territory and shall provide written notice to Dermira of any such actionsuit commenced or action taken by Roche. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right [*****] to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined allocated as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose of the suit or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld.follows:

Infringement. Each Party shall promptly provide written notice to the other Party during the term of this Agreement Term of any (a) known infringement or suspected infringement of any Memory Patent Right or Collaboration Patent Right by a Third Party making, using, offering for sale, selling, importing or exporting a compound which is a nicotinic alpha-7 agonist [*] or a product containing a compound which is a nicotinic alpha-7 agonist [*] (collectively “NA7 Infringement”). With respect to each Product Roche shall have the first right to bring and control any action or proceeding with respect to NA7 Infringement relating to a Memory Patent Right or Collaboration Patent Right Covering such Product at Roche’s own expense and by counsel of its own choice, and Memory shall have the right, at its own expense, to be represented in any Inovio such action by counsel of its own choice. Prior to Roche’s exercising its right to obtain a License with respect to 3454 Products pursuant to Section 2.1 hereof, Memory shall have the first right to bring and control any action or proceeding with respect to NA7 Infringement relating to a Memory Patent RightsRight Covering any such 3454 Product at Memory’s own expense and by counsel of its own choice, MedImmune Patent Rights and Roche shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If the Party with the right to bring and control a proceeding fails to bring any such action or proceeding with respect to NA7 Infringement within (excluding MedImmune Compound IPa) or Joint Patent Rights, [*] days following the notice of alleged infringement or (b) known [*] 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 Party that had the initial right to bring and control any action or suspected unauthorized use or misappropriation proceeding shall have the right, at its own expense, to be represented in any such action by a Third counsel of its own choice. A Party that elects to bring and control an infringement action pursuant to this Section 13.5 shall provide prompt written notice to the other Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit commenced or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate taken by such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has the first right and decides to bring a suit or take action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such actionParty. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, copies of all substantive documents or and communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. [*] CONFIDENTIAL TREATMENT REQUESTED 28 The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including including, without limitation, the Initiating Party’s attorneys’ fees and court costs. Any With respect to 3454 Products, prior to Roche exercising its right to obtain a License with respect to such 3454 Product that is the subject of the suit or action, Memory shall pay attorneys’ fees and court costs and shall be entitled to retain any damages, settlement fees or other consideration received as a result of such suit or action. With respect to any other Product which is the subject of such suit or action, the Parties’ attorneys’ fees and court costs in connection with any such suit or action shall be deducted from any damages, settlement fees or other consideration received as a result of such suit or action and the balance thereof shall be retained belong to the Initiating Party, except to the extent such damages, settlement fees or other consideration are attributable to lost profits with respect to Products in the Territory, in which case the Parties shall share in such recovery as follows: (i) in the case of any 3454 Product where Roche has exercised its right to obtain a License with respect to 3454 Products pursuant to Section 2.1 hereof and Memory has exercised its co-promotion right with respect thereto, Memory shall receive [*] percent ([*]%) of the lost profits for such 3454 Product and Roche shall receive the remaining [*] percent ([*]%) or (ii) in any other case, Memory shall receive the royalty that it would have pursuant to Article 5 had the infringing sales been made by the initiating partyParties, and Roche would receive the balance of the recovery. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedynecessary, upon written request to the other Party, the other Party agrees to be joined shall join as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating PartyParty except for reimbursement of reasonable out-of-pocket expenses incurred by the other Party in rendering such assistance. The other Party shall have the right to participate and be represented have its own representation in any such suit or action by its own counsel at its own expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose Prior to Roche obtaining a License with respect to any 3454 Product which is the subject of the such suit or action (“Settlement”) action, Memory shall have the sole right to control any settlement and all negotiations relating to any such suit or action. After Roche has exercised its right to obtain a License with respect to any 3454 Product which is the subject of suit or action, Roche shall have the right to control settlement; provided, however, that no settlement shall be entered into without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not to be unreasonably withheld. For the avoidance of doubt, Memory shall have the right, but not the obligation, to bring and control any action or proceeding with respect to any Memory Patent Right relating to infringement other than NA7 Infringement, at its own expense, without obligation or notice to Roche.

Infringement. Each In the event either Party becomes aware of any possible infringement in the field of any ROSETTA Patent Rights, AMBION Patent Rights or Joint Program Patent Rights (a “Third Party Infringement”), that Party shall promptly provide written notice to notify the other Party during the term and provide it with all details of this Agreement of any (a) known infringement or suspected infringement by a such Third Party Infringement of any Inovio Patent Rights, MedImmune Patent Rights which it is aware (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall provide the other Party with all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (each an “Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Infringement Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, . ROSETTA shall decide whether or not to initiate such suit or action in the Territory and shall provide MedImmune Suit Notice. If MedImmune has have the first right and decides option, but not the obligation, to bring a suit or take actioneliminate any such Third Party Infringement of ROSETTA Patent Rights within the Field, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has and AMBION shall have the first right and decides option, but not the obligation, to bring a suit eliminate any Third Party Infringement of AMBION Patent Rights and/or of Joint Program Patent Rights within the Field, in any case, by taking reasonable steps, which may include the institution of legal proceedings; or take actionthe taking of other actions. All costs, once Inovio provides Suit Noticeincluding, Inovio may immediately commence without limitation, attorneys’ fees, relating to such suit legal proceedings or take such action. Upon written request, other actions shall be borne by the Party bringing suit or taking action that assumes such obligation as described above. If ROSETTA does not take commercially reasonable steps to eliminate any Third Party Infringement of ROSETTA Patent Rights within three (“Initiating Party”3) shall keep the other months and such Third Party informed of the status of any such suit or action and shall provide the other Party with copies, Infringement relates to the extent the Initiating Party is lawfully permitted to do soField, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party then AMBION shall have the right and option to participate and be represented in any such suit or action by its own counsel do so at its own expense. The Initiating AMBION does not take commercially reasonable steps to eliminate any Third Party may settleInfringement of Joint Program Patent Rights within three (3) months and such Third Party Infringement relates to the Field, consent judgment then ROSETTA shall have the right and option to do so at its expense. Neither Party shall settle any Third Party Infringement claim or otherwise voluntarily dispose of the suit or action (“Settlement”proceeding under this Section 7.2.1(a) without the prior written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheld, conditioned or delayed.

Infringement. Each Party shall of Syntex and Biomatrix will promptly provide written notice to notify the other Party during the term of this Agreement party in writing of any (a) known infringement of a Patent or suspected infringement by a Third Party Trademark or unauthorized disclosure or use of any Inovio Patent RightsConfidential Information, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and which it becomes aware in the Territory. Biomatrix shall provide have the other Party with exclusive right to take all evidence in its possession supporting such infringement or unauthorized use or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice (“Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or legal action in the Territory and shall notify Inovio in writing it deems necessary or advisable to eliminate or minimize the consequences of its decision in writing (“Suit Notice”); however, if the potential suit involves Inovio Background IP Rights that are not exclusively licensed to MedImmune such infringement of a Patent or Enabling Technology Patents or Delivery Device IP , then during the Decision Period, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action Trademark in the Territory and shall provide MedImmune Suit NoticeTerritory. If MedImmune has For the first right and decides to bring a suit or take purpose of taking any such legal action, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party shall have the sole and exclusive right to select counsel for any such suit or action. The Initiating Party shall, except as provided below, pay all expenses of the suit or action, including the Initiating Party’s attorneys’ fees and court costs. Any damages, settlement fees or other consideration received as a result of such suit or action shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable to obtain an effective remedy, upon written request the other Party agrees to be joined as a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party Biomatrix shall have the right to participate and use 38 -36- the name of Syntex as plaintiff, either solely or jointly in accordance with the applicable rules of procedure. Syntex shall promptly furnish Biomatrix with whatever written authority may be represented required in order to enable Biomatrix to use Syntex's name in connection with any such suit legal action, and shall otherwise cooperate fully and promptly with Biomatrix in connection with any such action, provided that Biomatrix shall promptly reimburse Syntex's direct out-of-pocket expenses incurred in connection therewith. All proceeds realized upon any judgment or settlement regarding such action by (net of all direct out-of-pocket expenses relating thereto) shall be shared * Notwithstanding the foregoing, if Biomatrix (i) notifies Syntex in writing that it does not intend to exercise its own counsel rights to take legal action in the Territory to eliminate or minimize the consequences of an infringement of a Patent or Trademark in the Territory or (ii) fails to commence such action * following either party's notification to the other party of such infringement, then Syntex shall be entitled, at its own cost and expense. The Initiating Party may settle, consent judgment or otherwise voluntarily dispose to take such legal action, and Biomatrix shall cooperate with Syntex in connection therewith to the same extent and upon the same terms as Syntex is required to cooperate with Biomatrix when Biomatrix exercises its rights under this Section 14; provided, however, that Biomatrix shall be entitled to an amount equal to * of the suit amount (net of Syntex's direct out-of-pocket expenses in prosecuting such action) of any judgement award or action (“Settlement”) without the written consent of the other Party but only if such Settlement can be achieved without adversely affecting the other Party (including any of its Patent Rights). If a Settlement could adversely affect the other Party, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldsettlement payable to Syntex.

Infringement. Each 5.4.1 If either Party shall promptly provide written notice to the other Party during the term of this Agreement of any (a) known infringement or suspected believes that an infringement by a Third Party of with respect to any Inovio Institutions Patent RightsRight is occurring or may potentially occur, MedImmune Patent Rights (excluding MedImmune Compound IP) or Joint Patent Rights, or (b) known or suspected unauthorized use or misappropriation by a Third the knowledgeable Party of any Inovio Know-How, MedImmune Know-How or Joint Know-How, and shall will provide the other Party with all evidence in its possession supporting (a) written notice of such infringement or unauthorized use potential infringement and (b) evidence of such infringement or misappropriation. Within [XXXXXXX] after MedImmune provides or receives such written notice potential infringement (the “Decision Period”), MedImmune, in its sole discretion, shall decide whether or not to initiate such suit or action in the Territory and shall notify Inovio in writing of its decision in writing (“Suit Infringement Notice”); however. During the period in which, if and in the jurisdiction where, Licensee has exclusive rights under this Agreement, [***] of such infringement or potential infringement or [***] of Institutions Patent Rights [***]. If [***] of any Institutions Patent Right [***], then [***] right to initiate a suit involves Inovio Background IP Rights that are under Section 5.4.2 below will terminate immediately without the obligation of [***] to provide notice to [***], such consent not exclusively licensed to MedImmune be unreasonably withheld, conditioned or Enabling Technology Patents delayed. Both Penn and Licensee will use their reasonably diligent efforts to cooperate with each other to terminate such infringement without litigation. If, with respect to an infringement or Delivery Device IP potential infringement described in an Infringement Notice, such infringement or potential infringement has not been abated within [***] (or within [***]) following the date of such Infringement Notice , then during the Decision Periodperiod in which, Inovio, in its sole discretion, shall decide whether or not to initiate such suit or action and in the Territory and shall provide MedImmune Suit Notice. If MedImmune has jurisdiction where, [***] under the first right and decides to bring a suit Institutions Patent Rights that are the subject of such infringement or take actionpotential infringement, once MedImmune provides Suit Notice, MedImmune may immediately commence such suit or take such action. If Inovio has the first right and decides to bring a suit or take action, once Inovio provides Suit Notice, Inovio may immediately commence such suit or take such action. Upon written request, the Party bringing suit or taking action (“Initiating Party”) shall keep the other Party informed of the status of any such suit or action and shall provide the other Party with copies, to the extent the Initiating Party is lawfully permitted to do so, of all substantive documents or communications filed in such suit or action. The Initiating Party Licensee shall have the sole first right, but not the obligation, to institute suit for patent infringement against the infringer after providing Penn [***]. For clarity, the information provided by Licensee to Institutions pursuant to the foregoing sentence shall be deemed the Confidential Information of Licensee and exclusive right to select counsel for any Institutions. Institutions may voluntarily join such suit or action. The Initiating Party shallat [***], except as provided below, pay all expenses but may not thereafter commence suit against the infringer for the acts of infringement that are the subject of Licensee’s suit or actionany judgment rendered in such suit. Licensee may not join Institutions, including the Initiating Party’s attorneysunless Institutions are a necessary party, in a suit initiated by Licensee without Institutions’ fees and court costsprior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any damagesIf in a suit initiated by Licensee, settlement fees or Institutions are involuntarily joined other consideration received as a result of such suit or action than by Licensee, then Licensee will [***], provided, however, that if [***]. Licensee shall be retained by the initiating party. If the Initiating Party believes it is reasonably necessary or desirable free to obtain an effective remedy, upon written request the other Party agrees to be joined as enter into a party to the suit or action but shall be under no obligation to participate except to the extent that such participation is required as the result of its being a named party to the suit or action. At the Initiating Party’s written request, the other Party shall offer reasonable assistance to the Initiating Party in connection therewith at no charge to the Initiating Party. The other Party shall have the right to participate and be represented in any such suit or action by its own counsel at its own expense. The Initiating Party may settlesettlement, consent judgment or otherwise voluntarily dispose other voluntary disposition, provided that any settlement, consent judgment or other voluntary disposition that (i) limits the scope, validity or enforcement of Institutions Patent Rights or (ii) admits fault or wrongdoing on the suit part of Licensee or action (“Settlement”) without the written consent of the other Party but only if Institutions must be approved in advance by Institutions in writing. Licensee’s request for such Settlement can be achieved without adversely affecting the other Party (including any approval shall include [***]. Institutions shall provide Licensee notice of its Patent Rights). If a Settlement could adversely affect the other Partyapproval or denial within [***] of any request for such approval by Licensee, then the written consent of the other Party would be required, which consent shall not be unreasonably withheldprovided that [***].