Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to promptly notify the other after becoming aware of any alleged or threatened infringement by a Third Party of any Pandion Collaboration IP Patent Right, Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of the RIBOZYME any Pandion Collaboration IP Patent RightsRight, which may come to such Party's attention. RIBOZYME Astellas Collaboration IP Patent Right or Joint Collaboration IP Patent Right (collectively, “Infringement”). (b) Astellas shall have the exclusive first right to institute bring and conduct commercially reasonable control any legal action against third party infringers in connection with any Infringement at its own expense as it reasonably determines appropriate, and Pandion shall have the right to be represented in any such action by counsel of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessaryits choice. ATUGEN Astellas shall provide RIBOZYME Pandion and its counsel with copies all court filings and material supporting documentation, and, at the request of Pandion, reasonable assistance in any action taken by RIBOZYME access to enforce the RIBOZYME Patent Rights. ATUGEN shall notAstellas’ counsel for consultation, however be entitled to join RIBOZYME provided that, unless Pandion is joined as a Party party to such action, any counsel retained by Pandion shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. Any award of damages resulting from If Astellas decides not to bring such legal action, it shall so notify Pandion promptly in writing and Pandion shall have the right to bring and control any legal action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) At the request of the Party bringing the action, the other Party shall be divided equally between provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the partiesaction if required. (d) In connection with any such proceeding, provided that such infringement was deemed to have occurred in the Field and specifically involved Party bringing the Licensed Technology. ATUGEN action shall have not enter into any settlement admitting the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of invalidity of, or otherwise impairing the ATUGEN other Party’s rights in, the Pandion Collaboration IP Patent Rights, Astellas Collaboration IP Patent Rights or negotiate Joint Collaboration IP Patent Rights without the prior written consent of the other Party. (e) Any recoveries resulting from enforcement action relating to a claim of Infringement shall be first applied against payment of each Party’s costs and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance expenses in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such actionconnection therewith. Any award such recoveries in excess of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of such costs and expenses incurred by ATUGEN in connection with such (the “Remainder”) shall be split as follows: (i) if Astellas brought the enforcement action, Astellas shall be divided equally between receive [**] percent ([**]%) of the partiesRemainder and Pandion shall receive [**] percent ([**]%) of the Remainder, and (ii) if Pandion brought the enforcement action, Pandion shall receive [**] percent ([**]%) of the Remainder and Astellas shall receive [**] percent ([**]%) of the Remainder.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other (a) If either Party becomes aware of any infringement or threatened infringement by a Third Party of any CG Patent on account of a Third Party’s manufacture, use or sale of a Licensed Compound or Product, or any declaratory judgment or equivalent action challenging any CG Patent in connection with any such infringement (a “Product Infringement”), it will notify the RIBOZYME Patent Rightsother Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement or threatened infringement, which may come to or declaratory judgment or equivalent action, by such Third Party's attention. RIBOZYME . (b) Aptose shall have the exclusive right right, but not the obligation, to institute bring a suit or otherwise take action against any Product Infringement in the Licensed Territory, at its own expense and conduct by counsel of its own choice; provided, however, if Aptose elects not to bring a suit or otherwise take action against any Product Infringement in the Licensed Territory, then unless Aptose has a good faith, commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME reason not to enforce the RIBOZYME Patent Rightsapplicable CG patents, the reduction in royalties for entry of a Generic Product as set forth in Section 7.2(d) (Generic Entry) will not apply. ATUGEN CG shall notcooperate with and provide reasonable assistance to Aptose in such enforcement, however be entitled at Aptose’s request and expense. CG further agrees to join RIBOZYME join, at Aptose’s expense, any such action brought by Aptose under this Section 8.3 as a Party party plaintiff if required by Applicable Laws to any pursue such action. Aptose shall keep CG regularly informed of the status and progress of such enforcement efforts. (c) Any award of damages resulting from action taken recovery obtained by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively Aptose in connection with such actionor as a result of any action against a Product Infringement, whether by settlement or otherwise, shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then four percent (4%) of the balance be divided equally paid to CG, and any remaining balance be retained by Aptose. (d) Aptose may exercise any of its rights under this Section 8.3 through an Affiliate or Sublicensee. (e) As between the partiesParties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Aptose shall have the exclusive right right, but not the obligation, to institute and conduct commercially reasonable legal bring a suit or otherwise take action against third party infringers any infringement or threatened infringement of any Patent in the Aptose Program Technology worldwide, and shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then four percent (4%) of the ATUGEN Patent Rightsbalance be paid to CG, or negotiate and enter into settlement agreements as deemed appropriate any remaining balance be retained by ATUGEN after consultation Aptose. CG shall cooperate with RIBOZYME if necessary. RIBOZYME shall and provide ATUGEN with reasonable assistance to Aptose in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notsuch enforcement, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesat Aptose’s request and expense.

Patent Enforcement. RIBOZYME (a) OXiGENE shall have the right, but not the duty, to institute patent infringement actions against third parties with respect to any alleged infringement of the Licensed Patents. BMS shall execute all reasonable, necessary and ATUGEN proper documents and take such reasonable actions (other than allowing itself to be named as a party in any litigation or alternative dispute resolution proceeding, and provided that the taking of such actions does not require BMS to expend more than incidental sums of money and does not unreasonably interfere with the conduct of BMS' business in the ordinary course) as shall each provide immediate ------------------ written notice be appropriate to allow OXiGENE to institute and prosecute infringement actions under this Section 3.10. (b) The costs and expenses of bringing and maintaining any infringement action under Section 3.10(a) shall be borne solely by OXiGENE. To the other extent BMS agrees to take any action pursuant to Section 3.10(a) that requires BMS to expend more than incidental sums of money, OXiGENE shall reimburse BMS therefor, promptly after receiving an invoice(s) from BMS. (c) Any award or compensation (including the fair market value of any non-monetary compensation) paid by third parties as a result of any infringement action brought by OXiGENE under Section 3.10(a) (whether by way of the RIBOZYME Patent Rights, which may come settlement or otherwise) shall be allocated first to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of OXiGENE for all expenses incurred by RIBOZYME and ATUGEN, respectively it in connection with such action, . Any remaining award or compensation shall be divided equally between allocated to OXiGENE; provided, however, that to the parties, provided extent any such award or compensation (including the fair market value of non-monetary compensation) shall relate to the sale of any compounds or products that such infringement was deemed infringe upon any Licensed Patent (and/or to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, lost revenue or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation profits with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party respect to any Licensed Product), then OXiGENE shall pay BMS a royalty thereon in substantial accordance with Section 3.7, the exact amount of such action. Any award of damages resulting from action taken royalty to be calculated in a manner agreed upon by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME (a) Each of MRC and ATUGEN ANAPTYS shall each provide immediate ------------------ written notice as soon as practicable after it becomes aware thereof give to the other in writing reasonable particulars of any use or proposed use or threat of the same by another person in any country which in that Party’s view amounts to or might amount to an infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in such country. ANAPTYS shall at its own expense and with legal counsel of its own choice, bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME MRC will cooperate with ANAPTYS and name ANAPTYS as a Party party if required for ANAPTYS to bring the suit. MRC shall cooperate fully with ANAPTYS and shall endeavor to cause the appropriate MRC scientists to cooperate with ANAPTYS at the request of ANAPTYS, including by giving testimony and producing documents lawfully requested in the prosecution of any such action. Any award suit by ANAPTYS for infringement of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4the MRC Patents; provided, after reimbursement of that ANAPTYS shall pay all reasonable expenses (including attorneys’ fees) incurred by RIBOZYME and ATUGEN, respectively MRC in connection with such action, shall be divided equally between the parties, provided that cooperation. (b) If ANAPTYS does not wish to undertake such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN action MRC shall have the exclusive right (but not the obligation) to institute undertake proceedings at its own expense and conduct commercially reasonable with legal counsel of its own choice. Any damages, monetary awards or other amount recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action against third party infringers taken under this section shall be to the account of the ATUGEN Patent Rights, or negotiate Party bringing and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce prosecuting the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiessame.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice 8.8.1 If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim by a Third Party with respect to the Product within the Territory, such Party shall promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME Infringement. 8.8.2 Echo shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties based on any Echo IP or Inventions in the Territory. If Echo (or its designee), as the case may be, does not secure actual cessation of such infringement (except by granting said Third Party a license under the infringed Patents) or institute an infringement proceeding against an offending Third Party within one hundred twenty (120) days of learning of such infringement, MTIA shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such infringement actions and shall otherwise cooperate in the Fieldinstitution and prosecution of such actions (including, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME without limitation, consenting to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME being named as a Party to any such actionnominal party thereto). Any award paid by Third Parties as a result of damages resulting from such an infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be applied first to this Section 3.4, after reimbursement of reimburse both Parties for all costs and expenses incurred by RIBOZYME the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, Echo and ATUGEN, respectively MTIA shall divide the remaining funds between them in connection with such action, shall be divided equally between proportion to the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers economic losses suffered by each of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesthem.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other within fifteen (15) business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Miragen Patents or Servier Patents, which infringement adversely affects or is expected to adversely affect any Licensed Product or any Companion Diagnostic, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the RIBOZYME Patent RightsMiragen Patents or Servier Patents (collectively “Product Infringement”). (b) Servier shall have the first right to bring and control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate, which may come and Miragen shall have the right to be represented in any such action by counsel of its choice. If Servier decides not to bring such legal action, it shall so inform Miragen promptly and Miragen shall have the right to bring and control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate after consultation with Servier, unless Servier reasonably objects to such Party's attention. RIBOZYME action for likely having a material adverse effect upon the Commercialization (including profitability) of the Licensed Product in the Territory. (c) Miragen shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between Product Infringement outside the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed TechnologyTerritory at its own expense as it reasonably determines appropriate. ATUGEN Miragen shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of enforce the ATUGEN Patent Rights, or negotiate and enter into settlement agreements Miragen Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessaryit reasonably determines appropriate. RIBOZYME Servier shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN have the exclusive right to enforce the ATUGEN Patent RightsServier Patents (other than Joint Patents) for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. RIBOZYME Each Party shall nothave the first right in its territory to enforce the Joint Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate; if such Party decides not to bring such legal action, however be entitled it shall so inform the other Party promptly and the other Party shall have the right to join ATUGEN as a Party to bring and control any such action. Any award of damages resulting from legal action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such infringement at its own expense as it reasonably determines appropriate after consultation with the Party having the first right to enforce, unless the Party having the first right to enforce reasonably objects to such action for likely having a material adverse effect upon its activities in its territory. (d) At the request of the Party bringing the action, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. (e) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in, the Miragen Patents or Servier Patents without the prior written consent of the other Party. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be divided equally between first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the parties“Remainder”) shall be [*]. Any recoveries resulting from enforcement action relating to a claim of Product Infringement outside the Territory shall be retained by Miragen.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other promptly after such Party becomes aware of any alleged infringement of any Patent covering a Product in any country. The Party that is developing or marketing a Product that will compete or does, in fact, compete in the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME applicable Territory with the allegedly infringing product shall have the exclusive first right, but not the duty, to institute patent infringement actions against Third Parties. If the Party with the first right to institute patent infringement actions does not institute an infringement proceeding against an offending Third Party within 90 days after becoming aware or receiving notice of any alleged infringement, then the other Party shall have the right, but not the duty, to institute such an action. (b) The Parties shall provide reasonable assistance to each other in connection with the enforcement of such Patents pursuant to Section 9.1. Each Party shall execute all necessary and conduct commercially reasonable legal action against third party infringers of proper documents and take such actions as shall be reasonably requested to assist the RIBOZYME Patent Rights in Party enforcing the Field, or negotiate and Patent. Neither Party shall enter into a settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party respect to any such actionaction without the prior consent of the other Party (if the other Party either owns the Patent or holds a license under such Patent pursuant to Section 5.2), which will not be unreasonably withheld. Any award or compensation (including the fair market value of damages resulting from non-monetary compensation) paid by Third Parties as a result of such an infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be applied as follows: (i) first, to this Section 3.4, after reimbursement of the Parties, on a pro rata basis, for all reasonable out-of-pocket expenses to other persons or entities incurred by RIBOZYME and ATUGEN, respectively each in connection with such action, and (ii) second, any remaining balance shall be divided equally between allocated [**]% to the parties, provided that such infringement was deemed Party enforcing the Patent and [**]% to have occurred in the Field other Party. (c) The costs and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers expenses of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN instituted pursuant to this Section 39.1 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, after reimbursement of expenses incurred by ATUGEN or, if the Parties elect to cooperate in connection with instituting and maintaining such action, such costs and expenses shall be divided equally between borne by the partiesParties in such proportions as they may agree in writing. (d) Notwithstanding anything to the contrary in this Section 9.1, if the Party controlling a Patent does not have the right to allow the Party that is granted the right to pursue infringers to enforce such Patent(s), no such right shall be considered to have been granted hereunder.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to (a) In the other event that a third party attacks the validity of any infringement particular BII Patent Right listed in Annex 2 in any country of the RIBOZYME Inspire Territory, then BII shall at its own discretion promptly take such legal action as is required to defend the validity of such particular BII Patent RightsRight in the Inspire Territory and Inspire shall give all reasonable assistance (excluding financial assistance) to BII. Inspire may be represented by counsel of its own selection at its own expense in any such legal action, which may come to such Party's attention. RIBOZYME but BII shall have the exclusive right to institute control the suit and conduct commercially reasonable proceeding; provided, however, that BII shall not agree to any settlement of the suit with respect to any BII Patent Rights listed in Annex 2 in the Inspire Territory without the prior written consent of Inspire not to be unreasonably withheld, delayed or conditioned. If BII does not take legal action against as is required to defend the validity of any such BI Patent Right in the Inspire Territory, BII shall provide at thirty (30) days notice to Inspire prior to a corresponding deadline, if applicable, and Inspire may then, at its option, assume control and defense of such action relating to such BII Patent Right in the Inspire Territory, at its expense. In the event that Inspire assumes control of the defense of such BII Patent Right in the Inspire Territory, BII shall give reasonable assistance (excluding financial assistance) to Inspire. BII may be represented by counsel of its own selection at its own expense in any such legal action, but Inspire shall have the right to control the suit and proceeding; provided, however, that Inspire shall not agree to any settlement of the suit without the prior written consent of BII not be unreasonably withheld, delayed or conditioned. (b) In the event that a third party infringers attacks the validity of any particular Inspire Patent Right in any country of the RIBOZYME BII Territory, then Inspire shall at its own discretion promptly take such legal action as is required to defend the validity of such particular Inspire Patent Rights in the Field, or negotiate BII Territory and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN BII shall provide RIBOZYME with give all reasonable assistance (excluding financial assistance) to Inspire. BII may be represented by counsel of its own selection at its own expense in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such legal action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN but Inspire shall have the exclusive right to institute control the suit and conduct commercially reasonable proceeding; provided, however, that Inspire shall not agree to any settlement of the suit with respect to any Inspire Patent Right in the BII Territory without the prior written consent of BII which shall not to be unreasonably withheld, delayed or conditioned. If Inspire does not take legal action against third party infringers as is required to defined the validity of any such Inspire Patent Right in the BII Territory, Inspire shall provide at thirty (30) days notice to BII prior to a corresponding deadline, if applicable, and BII may then, at its option, assume control and defense of such action at its expense. In the event that BII assumes control of the ATUGEN Patent Rightsdefense, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME Inspire shall provide ATUGEN with give reasonable assistance (excluding financial assistance) to BII. Inspire may be represented by counsel of its own selection at its own expense in any action taken by ATUGEN such legal action, but BII shall have the right to enforce control the ATUGEN Patent Rights. RIBOZYME suit and proceeding; provided, however, that BII shall not, however be entitled to join ATUGEN as a Party not agree to any such action. Any award settlement of damages resulting from action taken by ATUGEN pursuant to this Section 3the suit without the prior written consent of Inspire not be unreasonably withheld, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesdelayed or conditioned.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME (a) CpG and/or Sublicensee(s) shall have the exclusive right first right, but not the obligation, to institute patent infringement actions against third parties based on any Patent Right licensed under this Agreement. If CpG and/or any Sublicensee does not institute an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, within one hundred eighty (180) days after receipt of notice from LOEB, (i) with respect to inventions owned solely by LOEB, LOEB shall have the right, but not the obligation, to institute an infringement proceeding, and (ii) with respect to Joint Invention, shall have such rights as are mutually agreed by the other owners of such Joint Invention as appropriate. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and conduct commercially reasonable legal prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such an infringement action against third party infringers (whether by way of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) of the RIBOZYME Patent Rights in the FieldParty bringing suit, or negotiate to reimburse the costs and enter into settlement agreements expenses (including attorney’s fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award shall be regarded as deemed appropriate by RIBOZYME after consultation Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with ATUGEN if necessary. ATUGEN co-owners who are not Parties, awards shall provide RIBOZYME with reasonable assistance in be shared as mutually agreed, provided that CpG’s share of any action taken by RIBOZYME to enforce such recovery shall be treated as set forth above. (b) Notwithstanding the RIBOZYME Patent Rights. ATUGEN foregoing, neither Party shall not, however be entitled to join RIBOZYME as a Party to settle or otherwise dispose of any such action. Any award of damages resulting from action taken by RIBOZYME suit brought pursuant to this provisions of Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between 6.4(a) without the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers approval of the ATUGEN Patent Rightsother Party, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME which approval shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however not be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesunreasonably withheld.

Patent Enforcement. RIBOZYME Alibaba will have the sole control and ATUGEN shall each provide immediate ------------------ written notice to discretion over the other enforcement or defense of any infringement Alipay-Related Patent and New FIG Business-Related Patent. In the event that Purchaser or its designated Subsidiary reasonably believes that any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent is being infringed by a third Person, Purchaser or its designated Subsidiary shall promptly notify Alibaba in writing, or in the event that a declaratory judgment action is brought against Purchaser or any of its Subsidiaries with respect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent (or a reexamination request or post-grant challenge is filed against an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent), it shall promptly notify Alibaba in writing. (a) As between the RIBOZYME Patent RightsParties hereto, which may come to such Party's attention. RIBOZYME Alibaba shall have the exclusive initial right (but not the obligation) to institute control the enforcement of the Alipay-Exclusive Patents and conduct commercially reasonable legal New FIG Business-Exclusive Patents, or defend any declaratory judgment action against third party infringers Purchaser or any of the RIBOZYME Patent Rights in the Fieldits Subsidiaries (or reexamination request or post-grant challenge) with respect thereto (each, or negotiate and enter into settlement agreements as deemed appropriate for purposes of this Section 6.2, an “Enforcement Action”). All recoveries obtained by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting Alibaba from action taken by RIBOZYME an Enforcement Action pursuant to this Section 3.4, after reimbursement of 6.2(a) will be first used to reimburse Alibaba for its out-of-pocket litigation expenses incurred by RIBOZYME (including but not limited to any attorneys’ fees and ATUGEN, respectively court costs) in connection with the Enforcement Action and one hundred percent (100%) of any remaining recoveries will go to Purchaser or its designated Subsidiary. For clarity, any such action, recoveries shall be divided equally between the parties, provided that such infringement was deemed to have occurred included in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers consolidated pre-tax income of the ATUGEN Patent RightsPurchaser Group for the applicable fiscal year in which they are accrued, and shall be taken into consideration in the calculation of the Alipay Royalty and New FIG Royalty pursuant to Article V. At the request of Purchaser or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME its designated Subsidiary, Alibaba shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce keep Purchaser or its designated Subsidiary reasonably informed of the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to progress of any such action. Any award of damages resulting from action taken Enforcement Action brought or defended by ATUGEN Alibaba pursuant to this Section 36.2(a). (b) In the event that Alibaba does not initiate an Enforcement Action to enforce the Alipay-Exclusive Patents or New FIG Business-Exclusive Patents against a commercially significant infringement by a third Person in the field of the FIG Holdco Business (“Qualifying Infringement”), within ninety (90) days after reimbursement a formal, written request by Purchaser or its designated Subsidiary to initiate such Enforcement Action, Alipay or its designated Subsidiary (in the case of an Alipay-Exclusive Patent) or Purchaser or its designated Subsidiary (in the case of a New FIG Business-Exclusive Patent) may initiate an Enforcement Action against such infringement. In the event that Alibaba does not promptly undertake, at Alibaba’s expense, the defense of a declaratory judgment action against Purchaser or any of its Subsidiaries (or a reexamination request or post-grant challenge) with respect to any of the Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, Alipay or its designated Subsidiary (in the case of an Alipay-Exclusive Patent) or Purchaser or its designated Subsidiary (in the case of a New FIG Business-Exclusive Patent) shall have the right to do so at its own expense. Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary, as applicable, must consult with Alibaba prior to initiating any Enforcement Action or defending any declaratory judgment action (or reexamination) pursuant to this Section 6.2(b) with respect to an Alipay-Exclusive Patent or New FIG Business-Exclusive Patent, and shall not assert any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent against any third Person if, in the written opinion of outside patent counsel mutually agreed to by the Parties, it is more likely than not that such third Person is not infringing the Alipay-Exclusive Patent or New FIG Business-Exclusive Patent in the field of the FIG Holdco Business. Alibaba shall have the right (but not the obligation) to cooperate, at Alipay’s or its designated Subsidiary’s expense or Purchaser’s or its designated Subsidiary’s expense, in any Enforcement Action initiated or defended by Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary under this Section 6.2(b) (including joining such Enforcement Action as a party plaintiff if necessary or desirable for initiation or continuation of such Enforcement Action) and shall have the right (but not the obligation) to participate and be represented in any such Enforcement Action with counsel of its choice at Alibaba’s own expense. In any event, Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary shall keep Alibaba reasonably informed of the progress of any such Enforcement Action initiated or defended by Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary pursuant to this Section 6.2(b) and, upon Alibaba’s request, shall seek Alibaba’s input on any substantive submissions or positions it takes in the litigation regarding the scope, validity and enforceability of the Alipay-Exclusive Patents and New FIG Business-Exclusive Patents. Alipay or its designed Subsidiary or Purchaser or its designated Subsidiary, as applicable, shall have the right to enter into an agreement in settlement of any Enforcement Action brought or defended pursuant to this Section 6.2(b), including the grant of a license within the field of the Alipay Business (in the case of an Alipay-Exclusive Patent) or New FIG Business (in the case of a New FIG Business-Exclusive Patent), but shall not enter into any settlement agreement which would impose any obligation or cost on, or otherwise adversely affect, Alibaba or any of its Subsidiaries (for clarity, for purposes or the foregoing, the Parties acknowledge that a non-exclusive license consistent with this Amended IPLA that is granted to the defendant in any such Enforcement Action shall not be regarded as adversely affecting Alibaba or its Subsidiaries), or make any admission relating to the validity or enforceability of any Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, without the prior written consent of Alibaba, such consent not to be unreasonably withheld or delayed. All recoveries obtained by Purchaser or its designated Subsidiary from an Enforcement Action pursuant to this Section 6.2(b) will be first used to reimburse Alibaba for its out-of-pocket litigation-related expenses incurred by ATUGEN (including reasonable attorneys’ fees and court costs) in connection with the Enforcement Action and any remaining recoveries will be retained one hundred percent (100%) by Purchaser and/or its Subsidiaries (as designated by Purchaser) and included in the consolidated pre-tax income of the Purchaser Group in the fiscal year in which such actionrecoveries are accrued. (c) Notwithstanding anything set forth in Section 6.2(b), Alibaba may, in its sole discretion, refuse to cooperate with Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary in connection with, or otherwise participate in, any Enforcement Action (“Right of Refusal”), and Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary shall not seek to join Alibaba or any Alibaba Subsidiary as a party in any Enforcement Action. In the event Alibaba exercises its Right of Refusal with respect to any Alipay-Exclusive Patents or New FIG Business-Exclusive Patents, then, upon Alipay’s or its designated Subsidiary’s or Purchaser’s or its designated Subsidiary’s written request, Alibaba agrees to cooperate with Alipay or designated Subsidiary or Purchaser or its designated Subsidiary to determine if the assignment of any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, as applicable, or waiver of Alibaba’s right to enforce the subject Alipay-Exclusive Patent or New FIG Business-Exclusive Patent would be divided equally between necessary for the partiespurposes of Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary to pursue or defend the applicable Enforcement Action. If Alibaba and Alipay or its designated Subsidiary, or Purchaser or its designated Subsidiary, determine that such an assignment of any Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s), as applicable, or waiver of Alibaba’s rights is necessary, then Alibaba will elect, in its sole discretion and subject to the unanimous approval of the Alibaba Independent Committee as to which option to elect: (i) to join in the applicable Enforcement Action, (ii) file appropriate papers with the applicable court confirming that it waives its rights to enforce the applicable Alipay-Exclusive Patent or New FIG Business-Exclusive Patent and agrees that Alipay or its designated Subsidiary or Purchaser or its designated Subsidiary may enforce such Alipay-Exclusive Patent or New FIG Business-Exclusive Patent, as applicable, or (iii) to assign to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, as applicable, at Alibaba’s sole cost and expense and subject to Section 2.7(a), Alibaba’s entire right, title and interest in and to such Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s), together with the right to recover any damages for past infringement of such Alipay-Exclusive Patent(s) or New FIG Business-Exclusive Patent(s). For clarity, any Alipay-Exclusive Patent or New FIG Business-Exclusive Patent assigned to Alipay or its designated Subsidiary, or to Purchaser or its designated Subsidiary, pursuant to this Section 6.2(c) will constitute Alipay-Retained IP licensed to Alibaba and its Subsidiaries pursuant to Section 2.7(a).

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party and shall provide such other Party with available evidence of such infringement. In addition, Inspire shall notify Kissei when Inspire becomes aware of any infringement of action involving the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME Product in any country outside the Territory in a timely manner. (b) Kissei shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Kissei does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Inspire shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any prosecute such actioninfringement actions. Any award paid by Third Parties as a result of damages resulting from such an infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be applied first to this Section 3.4, after reimbursement of reimburse both Parties for all costs and expenses incurred by RIBOZYME and ATUGENthe Parties with respect to such action on a pro rata basis and, respectively in connection with if after such actionreimbursement any funds shall remain from such award, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties[CONFIDENTIAL TREATMENT REQUESTED].

Patent Enforcement. RIBOZYME (a) Each Party shall promptly notify the other Party in writing of any existing or threatened infringement of any Licensed Patents by a Third Party, of which such Party becomes aware, including any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents. (b) As between the Parties, Licensee shall have the first right to bring and ATUGEN shall each provide immediate ------------------ written notice control any legal action to enforce the Licensed Patents against any infringement in the Field in the Territory at Licensee’s cost and expense and as Licensee reasonably determines appropriate after consultation with Licensor. If Licensee does not to bring such legal action prior to the earlier of (i) [***] after the notice provided pursuant to Section 5.3(a), or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action to enforce the Licensed Patents against such infringement at Licensor’s cost and expense and as Licensor reasonably determines appropriate after consultation with Licensee. (c) At the enforcing Party’s request and expense, the other Party shall provide to the enforcing Party with all reasonable assistance in such enforcement effort, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party reasonably informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) The enforcing Party shall bear all of the costs and expenses incurred in connection with the enforcement of the Licensed Patents under Section 5.3(b). Any recovery shall be allocated first to the reimbursement of any infringement expenses incurred by the Parties in such enforcement action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amount shall be retained by the RIBOZYME Patent Rightsenforcing Party, which may come except that if Licensee is the enforcing Party, then the remaining amount shall be deemed Net Sales and subject to such Party's attention. RIBOZYME royalty payment under Section 4.3. (e) As between the Parties, Licensor shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notLicensed Patents against any infringement outside the Territory, however be entitled to join RIBOZYME at Licensor’s cost and expense and as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesLicensor reasonably determines appropriate.

Patent Enforcement. RIBOZYME and ATUGEN As soon as it shall have knowledge thereof, each provide immediate ------------------ written notice to Party shall promptly advise the other Party of any infringement of the RIBOZYME Patents in the Territory by a Third Party. With respect to any Patent Rightsthat is licensed to SGI exclusively under this Agreement, which may come to such Party's attention. RIBOZYME SGI shall have the exclusive first right, but not the duty, to institute infringement actions against Third Parties. With respect to any Patent that is licensed to SGI partially exclusively or non-exclusively under this Agreement, BMS shall have the first right, but not the duty, to institute infringement actions against Third Parties; provided, however, that SGI shall have the right, at its sole discretion, to participate therein at its own expense. For so long as SGI shall continue to participate materially in any such action, BMS shall consult with SGI and take into account each Party's relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If the Party having the first right to institute an infringement proceeding against an offending Third Party does not do so within 90 days after receipt of notice from the other Party, such other Party shall have the right, but not the duty, to institute such an action. The costs and conduct commercially expenses of any such action (including reasonable legal action against third party infringers fees of attorneys and other professionals) shall be borne by the RIBOZYME Patent Rights Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Field, or negotiate Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and enter into settlement agreements proper documents and take such actions as deemed shall be appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce allow the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a other Party to any institute and prosecute such actioninfringement actions. Any award paid by Third Parties as a result of damages resulting from such an infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be paid to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME the Party who instituted and ATUGEN, respectively in connection with maintained such action, shall be divided equally between the partiesor, provided that such infringement was deemed to have occurred in the Field if both parties instituted and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with maintained such action, such award shall be divided equally between allocated among the partiesParties in proportion to their respective contributions to the costs and expenses incurred in such action.

Patent Enforcement. RIBOZYME 5.1 M▇▇▇ will use diligent efforts to prosecute and ATUGEN maintain the Licensed Patents and will keep AutoCath informed of material developments. 5.2 AutoCath shall each provide immediate ------------------ written notice have the right to prosecute and control (at its own expense) any action for infringement of a Licensed Patent within the Licensed Field of Use while the license hereunder remains exclusive. M▇▇▇ and AutoCath, respectively, shall promptly give the other notice of each infringement which it believes is being made of any Licensed Patent of which it is or becomes aware. If AutoCath elects to commence such an action, M▇▇▇ shall provide reasonable cooperation with AutoCath in connection with any such action, including, without limitation, being joined as a nominal party if necessary for AutoCath to maintain the action, at AutoCath’s expense and subject to availability of its personnel, but AutoCath shall indemnify, defend and hold harmless M▇▇▇ and its affiliated companies from or against all defenses, claims and counterclaims resulting from its action, provided that M▇▇▇ gives AutoCath (or AutoCath otherwise has) prompt notice of any such claim, reasonable cooperation at AutoCath’s expense, and sole control over defense and settlement thereof. Should AutoCath at any time fail to defend any such claim or counterclaim using reasonable diligence, and such failure is not cured within [*] days of notice, M▇▇▇ shall have the right to assume responsibility for the action, or such defense, at its option and at AutoCath’s expense (provided such expenses are reasonably incurred). Recoveries as a result of such action shall first be applied to reimburse AutoCath’s reasonable costs and expenses of the litigation, with the remaining amount shared equally. 5.3 In the event that AutoCath elects not to exercise its right to proceed against an infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME Licensed Patents pursuant to this Section 3.45.2, after reimbursement of expenses incurred by RIBOZYME M▇▇▇ may do so at its own expense (and ATUGEN, respectively in connection with such action, shall be divided equally between the partiesretain all recoveries) upon [*] days notice to AutoCath, provided that AutoCath does not notify M▇▇▇ of its intent to commence such infringement was deemed to have occurred in an action within the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesnotice period.

Patent Enforcement. RIBOZYME and ATUGEN 11.1 If LICENSEE shall each provide immediate ------------------ have supplied LICENSOR with written notice to the other of any evidence demonstrating infringement of the RIBOZYME Licensed Patent RightsRights by a third party, LICENSEE may, by written notice, request LICENSOR to take steps to assert such Licensed Patent Rights against such infringing product. LICENSOR shall within six (6) months of the receipt of such notice either (a) cause such infringement to terminate or (b) initiate and continue legal proceedings against the infringer, or pursue other equivalent legal or patent remedies. If LICENSOR fails to take either of the actions specified in clause (a) or (b) above, LICENSEE may, upon notice to LICENSOR, discontinue making royalty payments to LICENSOR that are due hereunder, and have further royalty payments waived by LICENSOR until LICENSOR in good faith takes and continues such action, at which may come time only future royalties shall be due. Notwithstanding the foregoing, if the infringement ceases at any time, TGC's obligations shall continue at full force from the time that infringement ceases. 11.2 In the event LICENSOR fails to terminate the infringement within the six (6) months of written notification from LICENSEE informing LICENSOR of an alleged infringement, and does not institute litigation against the infringer for that purpose within such Party's attention. RIBOZYME period, then LICENSEE shall have the exclusive right to institute and conduct commercially reasonable legal bring an action against third party infringers of the RIBOZYME Patent Rights infringer for that purpose. LICENSOR shall cooperate fully with LICENSEE, at LICENSEE's expense, in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation connection with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from Such cooperation shall include (without limitation) LICENSOR's permitting LICENSEE to bring the action taken by RIBOZYME pursuant in LICENSOR's name and LICENSOR's executing any consents or assignments necessary or useful to this Section 3.4, after reimbursement of permit LICENSEE to enforce the Licensed Patent Rights against the infringer. LICENSEE shall be entitled to deduct all expenses incurred by RIBOZYME and ATUGEN, respectively it in connection with any such actionaction from the royalties and other amounts that would otherwise be payable to LICENSOR hereunder; provided that to the extent any amounts are finally awarded to LICENSEE in such action or are paid to LICENSEE in settlement thereof, such amounts shall be divided equally between the parties, provided that such infringement was deemed paid over to LICENSOR until all amounts so withheld have occurred been repaid. Any amounts so awarded or paid in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers settlement in excess of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, amounts so withheld shall be divided equally between the partiesretained by LICENSEE.

Patent Enforcement. RIBOZYME (a) Each Party shall notify the others within [*****] business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Intrexon Patents or ARES TRADING Patents, which infringement adversely affects or is expected to adversely affect any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and ATUGEN shall each provide immediate ------------------ written notice of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Intrexon Patents or ARES TRADING Patents with respect to the other Field (collectively “Product Infringement”). (b) [*****] shall have the first right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate, and [*****] shall have the right to be represented in any such action by counsel of its choice, but [*****] shall have no right to enforce any infringement [*****] claiming [*****] without the written consent of [*****]. If [*****] decides not to bring such legal action, it shall so inform [*****] promptly and [*****] shall have the RIBOZYME Patent Rightsright to bring and control any legal action in connection with such Product Infringement, which may come but solely with respect to such Party's attention. RIBOZYME the enforcement of [*****] and [*****], at its own expense as it reasonably determines appropriate after consultation with [*****]. (c) Intrexon shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent RightsIntrexon Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN ARES TRADING shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers enforce the ARES TRADING Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the ATUGEN Patent RightsParty bringing the action, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Parties shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a party to the action if required, with any costs reasonably incurred in the course of providing such cooperation to be reimbursed by the requesting Party. (e) In connection with any such proceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing any other Party’s rights in, the Intrexon Patents or ARES TRADING Patents in the Field without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to any a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses (the “Remainder”) shall be shared by ARES TRADING and Intrexon as follows: [*****] of such Remainder shall be retained by (or if received by the other Party, paid to) the Party bringing such action, and [*****] of such Remainder shall be paid to the Party not bringing such action. Any award of damages resulting from action taken Portions herein identified by ATUGEN [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this Section 3, after reimbursement of expenses incurred by ATUGEN in connection document has been filed separately with such action, shall be divided equally between the partiesSecurities and Exchange Commission.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any Licensed Product Patents or the jointly owned Inventions in the Field in the Territory (the “Territory Infringement”). The information of such Territory Infringement as disclosed by such Party to the other Party shall be considered Confidential Information of any infringement of both Parties, subject to Article 6. (b) As between the RIBOZYME Patent RightsParties, which may come to such Party's attention. RIBOZYME ▇▇▇ shall have the exclusive first right to institute bring and conduct commercially reasonable control any legal action against third party infringers in connection with any Territory Infringement of (i) any Licensed Product Patents; (ii) the RIBOZYME Patent Rights in the Field, or negotiate jointly owned Inventions; and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance (iii) any other claim in any action taken by RIBOZYME Licensed Platform Patents with the approval of MediLink, in each case at its own expense and as it reasonably determines appropriate, and Zai shall consider in good faith the interests of MediLink in such legal action. MediLink shall have the right to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to represented in any such actionaction by counsel of its choice at its own expense. Any award of damages resulting from If [***], then, in either case, MediLink shall have the right to bring and control any legal action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally Territory Infringement [***]. (c) As between the partiesParties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN MediLink shall have the exclusive first right to institute bring and conduct commercially reasonable control any legal action in connection with any Territory Infringement of any Licensed Platform Patents against third party infringers an infringer exploiting compounds and products across MediLink’s technology platform, at MediLink’s own expense and as it reasonably determines appropriate [***]. (d) At the request and expense of the ATUGEN Patent RightsParty bringing the action under Section 5.3(b) or Section 5.3(c) above, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Party shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a Party party to the action if required. In connection with any such action. Any award proceeding, the Party bringing the action under Section 5.3(b) or Section 5.3(c) shall keep the other Party reasonably informed on the status of damages resulting from such action taken by ATUGEN pursuant and shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Licensed Patents without the prior written consent of the other Party (not to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesunreasonably withheld). (e) [***].

Patent Enforcement. RIBOZYME (a) Each Party shall notify the others within [*****] business days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Intrexon Patents or ARES TRADING Patents, which infringement adversely affects or is expected to adversely affect any Product in the Field, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and ATUGEN shall each provide immediate ------------------ written notice of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Intrexon Patents or ARES TRADING Patents with respect to the other Field (collectively “Product Infringement”). (b) [*****] shall have the first right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate, and [*****] shall have the right to be represented in any such action by counsel of its choice, but [*****] shall have no right to enforce any infringement [*****] claiming [*****] without the written consent of [*****]. If [*****] decides not to bring such legal action, it shall so inform [*****] promptly and [*****] shall have the RIBOZYME Patent Rightsright to bring and control any legal action in connection with such Product Infringement, which may come but solely with respect to such Party's attention. RIBOZYME the enforcement of [*****] and [*****], at its own expense as it reasonably determines appropriate after consultation with [*****]. (c) Intrexon shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent RightsIntrexon Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN ARES TRADING shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers enforce the ARES TRADING Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the ATUGEN Patent RightsParty bringing the action, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Parties shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a Party party to the action if required, with any costs reasonably incurred in the course of providing such cooperation to be reimbursed by the requesting Party. (e) In connection with any such actionproceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing any other Party’s rights in, the Intrexon Patents or ARES TRADING Patents in the Field without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any award such recoveries in excess of damages resulting from action taken such costs and expenses (the “Remainder”) shall be shared by ATUGEN pursuant to this Section 3ARES TRADING and Intrexon as follows: [*****] of such Remainder shall be retained by (or if received by the other Party, after reimbursement of expenses incurred by ATUGEN in connection with paid to) the Party bringing such action, and [*****] of such Remainder shall be divided equally between paid to the partiesParty not bringing such action.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other promptly after such Party becomes aware of any alleged infringement of any OSIRIS Patent in the RIBOZYME Patent RightsTerritory with respect to a Product for use in the Field. If any of the OSIRIS Patents under which JCR holds a license hereunder is infringed by a Third Party with respect to a Product for use in the Field in the Territory, which may come to such Party's attention. RIBOZYME JCR shall have the exclusive right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of OSIRIS and/or in the name of JCR, and to join OSIRIS as a party plaintiff if required. JCR shall promptly notify OSIRIS of any such infringement and shall keep OSIRIS informed as to the prosecution of any action for such infringement. JCR shall have the full control over the conduct of the litigation including settlement thereof provided, however, that JCR shall make no decision, including, but not limited to, settlement which adversely affects the validity or enforceability of the OSIRIS Patents without the written consent of OSIRIS. It is understood that in the case of OSIRIS Patents sublicensed to JCR, the rights of this Section 7.2(a) are subject to the terms and restrictions of the Third Party Agreement(s). (b) In the event that JCR does not institute an infringement proceeding against an offending Third Party within ninety (90) days after becoming aware or receiving notice of any alleged infringement, then OSIRIS shall have the right and option, but not the obligation, to institute such an action and to retain any recovered damages. (c) In any infringement suit either Party may institute to enforce any OSIRIS Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of any action instituted pursuant to this Section 7.2 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions (if such other Party has the right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any prosecute such action. Any award of damages resulting from action taken by RIBOZYME infringement actions pursuant to this Section 3.47.2). (e) In the event that either Party shall undertake the enforcement of any OSIRIS Patent, after any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by RIBOZYME and ATUGEN, respectively each in connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be divided equally between allocated to the partiesParty undertaking the action, provided except that any such infringement was amount received by JCR shall be deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN be Net Sales hereunder, for which OSIRIS shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN receive a royalty as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to provided in this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesAgreement.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice notify the other promptly after such Party becomes aware of any alleged infringement of any Product Patent in any country in the Territory. With respect to any alleged infringement solely involving a Valid Claim(s) of any Product Patents with respect to which BMS then holds a license under this Agreement, subject to the other rights of any infringement Lilly under Section 8.2 of the RIBOZYME Patent RightsLilly Agreement, which may come if any, and subject to such Party's attention. RIBOZYME the provisions of Section 11.1(b), BMS shall have the exclusive right first right, but not the duty, to institute and conduct commercially reasonable legal action patent infringement actions against third party infringers Third Parties. If BMS does not institute an infringement proceeding against an offending Third Party within 90 days after becoming aware or receiving notice of any alleged infringement, then ICAgen shall have the RIBOZYME Patent Rights in right, but not the Fieldduty, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party institute such an action. (b) With respect to any alleged infringement relating to an Excluded area compound or a Product consisting of an Excluded area compound or containing an Excluded area compound as an active ingredient, unless the Parties otherwise agree, BMS and ICAgen shall cooperate in instituting and maintaining such action. Any award BMS shall bear [**]% of damages resulting from the costs and expenses of any action taken by RIBOZYME instituted pursuant to this Section 3.411.1(b) (including reasonable fees of attorneys and other professionals), after and ICAgen shall bear [**]% of such costs and expenses. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the Parties to jointly institute and prosecute such infringement actions. Any settlement of any such action shall be subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, if any. In any event, neither Party shall enter into a settlement with respect to any such action without the prior consent of both Parties, which will not be unreasonably withheld. Any award or compensation (including the fair market value of nonmonetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of the Parties, on a pro rata basis, for all expenses incurred by RIBOZYME and ATUGEN, respectively each in connection with such action, and (ii) second, any remaining balance shall be divided equally between allocated [**]% to BMS and [**]% to ICAgen, except that with respect to Grant-Back Compounds and Grant-Back Products, any remaining balance shall be allocated [**]% to BMS and [**]% to ICAgen. (c) With respect to any alleged infringements other than as described in Section 11.1(a) or (b), the partiesParties shall determine how they should proceed with respect to such alleged infringement at such time, subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, if any. If the Parties cannot agree as to how to proceed, the matter shall be resolved pursuant to the arbitration provision set forth in Section 16.14. (d) Except as otherwise provided that in Section 11.1(b), the costs and expenses of any action instituted pursuant to this Section 11.1 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement was deemed to have occurred in actions (if such other Party has the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any prosecute such action. Any award of damages resulting from action taken by ATUGEN infringement actions pursuant to this Section 311.1). Any settlement of any such action shall be subject to the rights of Lilly under Section 8.2 of the Lilly Agreement, after if any. Except as otherwise provided in Section 11.1(b), any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of the Parties, on a pro rata basis, for all expenses incurred by ATUGEN each in connection with such action, and (ii) second, any remaining balance shall be divided equally between the partiesallocated [**]% to BMS and [**]% to ICAgen, except that with respect to Grant-Back Compounds and Grant-Back Products, any remaining balance shall be allocated [**]% to BMS and [**]% to ICAgen.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to In the other event of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers Licensed Patents or misappropriation of the RIBOZYME Patent Rights in Project Know-How, the Field, parties shall consult to determine if they will Jointly bring action to terminate such infringement or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such actionmisappropriation. Any award of damages resulting from recovery obtained by the parties in such an action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be used first to reimburse the cost of such action and the remainder divided equally between the parties, provided . In the event that the parties fail to initiate such action within ninety (90) days of receiving notice of such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN or misappropriation, ACORDA shall have the exclusive right right, but not the obligation, to initiate suit to stop such infringement or misappropriation. Any recovery obtained by ACORDA in such an action shall be used first to reimburse the cost of such action, and the remainder shall be retained by ACORDA and treated as net sales of Licensed Product, subject to the royalty obligations to MAYO herein. In the absense of an agreement to institute a suit jointly, and conduct commercially reasonable legal if ACORDA does not initiate such an action against third party infringers within a further ninety (90) days, MAYO may institute a suit for the infringement of the ATUGEN Patent Rightslicensed patents, or negotiate opposition or interference with respect thereto, or any misappropriation of Project Know-How, or defend any declaratory judgment relating thereto. MAYO shall bear the entire cost of such litigation, including attorneys’ fees, and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to retain the entire amount of any recovery by way of judgment, award, decree, arbitration, or settlement. ACORDA shall cooperate reasonably with MAYO, except financially, in such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partieslitigation.

Patent Enforcement. RIBOZYME (a) Each Party shall promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the Licensed Patents (including Joint Patents) that involves the development, manufacturing, or sale of any product Directed To both [***] and ATUGEN [***] in the Field anywhere in the world, and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents in the Field anywhere in the world (collectively, “Product Infringement”). (b) As between the Parties, NEWCO shall each have the first right (but not the obligation) to bring and control any legal action to enforce the Product-Specific Patent or Joint Product-Specific Patent against any Product Infringement in the Field in the NEWCO Territory, [***] as it reasonably determines appropriate after consultation with EpimAb. If NEWCO does not bring such legal action within [***] after the notice provided pursuant to Section 9.4(a), EpimAb shall have the right (but not the obligation) to bring and control any legal action to enforce such Product Specific Patent against such Product Infringement in the NEWCO Territory [***] as it reasonably determines appropriate. (c) At the request and [***] of the Party bringing an action under Section 9.4(b) above, the other Party shall provide immediate ------------------ written notice reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action (e.g., for the Party bringing the action to establish legal standing). In connection with any such enforcement action, the enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in the Product-Specific Patents or Joint Product-Specific Patents without the prior written consent of the RIBOZYME other Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and [***]. (d) Any recoveries resulting from enforcement action brought under Section 9.4(b) above to enforce the Product-Specific Patent Rights, which may come to or Joint Product-Specific Patent against Product Infringement in the NEWCO Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such Party's attention. RIBOZYME recoveries in excess of such costs and expenses shall be retained by [***]; provided that if [***]. (e) EpimAb shall have the exclusive right to institute and conduct commercially reasonable legal action enforce any Product Non-Specific Patent or Joint Product Non-Specific Patent against third party infringers of the RIBOZYME Patent Rights any infringement anywhere in the Fieldworld, or negotiate in each case [***] and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notEpimAb reasonably determines appropriate, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties[***].

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an “infringement”) by a Third Party with respect to any Licensed Technology within the Territory, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party and shall provide such other Party with available evidence of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME infringement. (b) Medistem shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Medistem (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Licensee shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such infringement actions and shall otherwise cooperate in the Fieldinstitution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or negotiate otherwise) shall be applied first to reimburse both Parties for all costs and enter into settlement agreements expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as deemed appropriate by RIBOZYME after consultation with ATUGEN follows: (i) if necessary. ATUGEN Medistem has instituted and maintained such action alone, Medistem shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party retain such remaining funds; (ii) if Licensee has instituted and maintained such action alone, Licensee shall be entitled to any retain such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME remaining funds; or (iii) if the Parties have cooperated in instituting and ATUGEN, respectively in connection with maintaining such action, the Parties shall be divided equally allocate such remaining funds between the parties, provided that such infringement was deemed to have occurred themselves in the Field same proportion as they have agreed to bear the expenses of instituting and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any maintaining such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an “Infringement”) by a Third Party with respect to any Product or any of the Licensed Patents or Licensed Know-How, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME Infringement. (b) VSI shall have the exclusive right right, but not the duty, to institute patent Infringement actions against Third Parties based on any Product anywhere in the world. If VSI does not institute an Infringement proceeding against an offending Third Party or secure a cessation of the Infringement within sixty (60) days of learning of such Infringement, King shall have the right, but not the duty, to institute such an action with respect to any Infringement by such Third Party. VSI may not enter into any settlement, consent judgment or other voluntary final disposition of such action which adversely affects any product, Licensed Know-How or Licensed Patent licensed to King hereunder without obtaining the prior written consent of King. King, however, is permitted to enter into any settlement, consent judgment or other voluntary final disposition of such action, whether or not it adversely affects any product, Licensed Know-How or Licensed Patent licensed to King hereunder without obtaining the prior written consent of VSI. Each Party shall bear its own costs and expenses incurred in any such action (including fees of attorneys and other professionals) and shall not seek contribution from the other Party unless the other Party is in breach of a representation, warranty or covenant or subject indemnification for such costs and expenses. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such Infringement actions and shall otherwise cooperate in the Field, or negotiate institution and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME prosecution of such actions (including consenting to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME being named as a nominal party thereto). Each Party to prosecuting any such actionInfringement actions shall keep the other Party reasonably informed as to the status of such actions. Any award paid by Third Parties as a result of damages resulting from such an Infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be applied first to this Section 3.4, after reimbursement of reimburse the Parties for all costs and expenses incurred by RIBOZYME and ATUGENthe Parties with respect to such action on a pro rata basis and, respectively in connection with if after such actionreimbursement any funds shall remain from such award, they shall be divided equally between the parties, provided that such infringement was deemed allocated three-quarters to have occurred in the Field King and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right one-quarter to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesVSI.

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party in writing and shall promptly provide such other Party with available evidence of such infringement. In addition, Inspire shall promptly notify Genentech in writing when Inspire becomes aware of any infringement of action involving any Product in any country outside the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME Territory. (b) Genentech shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Genentech does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within one hundred eighty (180) days of learning of such infringement, Inspire shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any prosecute such actioninfringement actions. Any award paid by Third Parties as a result of damages resulting from such an infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be applied first to this Section 3.4, after reimbursement of reimburse both Parties for all costs and expenses incurred by RIBOZYME and ATUGENthe Parties with respect to such action on a pro rata basis and, respectively in connection with if after such actionreimbursement any funds shall remain from such award, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties[CONFIDENTIAL TREATMENT REQUESTED].

Patent Enforcement. RIBOZYME 23.4.1 Each Party shall, within [**], inform the other Party in writing upon its becoming aware of any potential infringement or misappropriation of any of the Patents in the Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Territory (including joining any action if necessary), as may be reasonably requested by ARIAD US. ARIAD US shall have the first right to control any such Proceedings and ATUGEN ARIAD SWISSCO shall each reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings within [**] of receipt of an invoice therefor incurred in relation to its obligations under this Section. ARIAD SWISSCO shall also have the option to be represented by counsel of its own choice to participate in the Proceedings in the Territory [**]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings. 23.4.2 If ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement in the Territory prior to the earlier of (i) [**] following receipt of notice of such possible infringement or (ii) in the case an injunction may be required, as soon as such injunction is reasonably necessary, then ARIAD SWISSCO shall have the right to institute an action or proceeding or take other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in the Territory, including possible infringement of the Patents in the Territory if (and only if) such possible infringement involves the development or commercialization of a product that contains the Compound, with the reasonable assistance and cooperation of ARIAD US. In the event that ARIAD SWISSCO institutes an action or proceeding or takes other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in the Territory, ARIAD SWISSCO reserves the right to have sole control over such proceedings, subject to Section 23.4.4. 23.4.3 In the event that ARIAD SWISSCO becomes aware of any challenge to the validity of any Patent in a country in the Territory, ARIAD SWISSCO shall provide immediate ------------------ reasonable prior written notice to ARIAD US of such challenge (which notice shall, in any event, be given within [**] of ARIAD SWISSCO becoming aware of such challenge), and ARIAD US shall thereupon have the other option, in its sole discretion, to assume the control and direction of any infringement Proceedings in relation to such Patent in such country. 23.4.4 ARIAD SWISSCO shall not settle any action or Proceedings in a manner that would have a material adverse effect on the rights or interests of ARIAD US or its Affiliates without the prior written consent of the RIBOZYME Patent Rights, which may come to ARIAD US. 23.4.5 Any recoveries from such Party's attention. RIBOZYME shall have Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the exclusive right to institute and conduct commercially reasonable legal action against third party infringers settlement of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, same shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.allocated as

Patent Enforcement. RIBOZYME 9.4.1 If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "Infringement") by a Third Party by reason of the use or sale of a product or compound (including a Generic Product) in any country in the Territory that is or reasonably could be directly substitutable with the Product being marketed and ATUGEN sold in such country in the Territory, such Party shall each within five (5) business days notify the other Party in writing and shall promptly provide immediate ------------------ written notice such other Party with available evidence of such Infringement. 9.4.2 If any such Infringement relates to the other of any infringement use of the RIBOZYME Tris Technology to infringement by Third Party(ies) of Tris Patent RightsRights or any Tris M▇▇▇ in the Territory, which may come to such Party's attention. RIBOZYME Tris shall have the exclusive right first right, but not the duty, to institute infringement actions against Third Parties. If Tris (or its designee) does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within sixty (60) days of learning of such Infringement, and Alpharma reasonably believes that such Infringement adversely impacts its sales of the affected Product, Alpharma will so notify Tris, in writing, and Alpharma shall at its option and cost institute infringement proceedings. Tris agrees to cooperate with Alpharma, at the cost of Alpharma, to execute all lawful papers and instruments, to make all rightful oaths and declarations, and to provide consultation and assistance as may be necessary in the infringement litigation. 9.4.3 For all other Infringement claims relating to the Product, including Infringements relating to the Trademarks, Alpharma shall have the first right, but not the duty, to institute infringement actions against such Third Party. If Alpharma does not secure actual cessation of such Infringement or institute an infringement proceeding against an offending Third Party within sixty (60) days of learning of such Infringement, and Tris reasonably believes that such Infringement adversely impacts its sales of the affected Product, Tris will so notify Alpharma, in writing, and Alpharma shall at its option and cost institute infringement proceedings. Tris agrees to cooperate with Alpharma, at the cost of Alpharma, to execute all lawful papers and instruments, to make all rightful oaths and declarations, and to provide consultation and assistance as may be necessary in the infringement litigation. 9.4.4 Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such infringement actions and shall otherwise cooperate in the Fieldinstitution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or negotiate otherwise) shall be allocated as follows: (i) if Tris has instituted and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN maintained such action alone, Tris shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of deduct all costs and expenses incurred by RIBOZYME and ATUGENTris with respect to such action and, respectively in connection with if after such action, deduction any funds shall be divided equally between retained by Tris, Tris shall pay Alpharma the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers remainder of the ATUGEN Patent Rightsfunds minus the royalty due Tris if such remaining funds constituted Net Sales; and (ii) if Alpharma has instituted and maintained such action alone, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME Alpharma shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of deduct all costs and expenses incurred by ATUGEN in connection Alpharma with respect to such actionaction and, if after such deduction any funds shall be divided equally retained by Alpharma, but Alpharma shall pay Tris a royalty as if such remaining funds constituted Net Sales. Notwithstanding the foregoing, in the event that the infringing product is a Generic Product, such that Alpharma has reduced the royalty rate being paid to Tris pursuant to Section 6.1.2, then if Tris obtains the recovery, Tris shall be entitled to retain from such portion due to Alpharma the difference between the partiesroyalty actually paid on Net Sales of Product pursuant to Section 6.1.2 and the amount that should have been paid pursuant to Section 6.1.1; and if such portion is insufficient to make up such different, or if Alpharma is the Party that obtains the recovery, Alpharma shall promptly pay to Tris such amount as in necessary to make up such difference. In all cases, the royalty rate shall be the rate set forth in the relevant Section 6.1.1 or 6.1.2, adjusted as provided in Section 9.6, if applicable. 9.4.5 In no event shall Alpharma have any right to settle, compromise or grant a Third Party infringer a license under any infringed patents or trademarks with respect to any Infringement claims relating to the Product relating to the use of the Tris Technology or any Tris M▇▇▇ in the Territory, and Tris shall only have the right to engage in such settlement, compromise and licensing with the consent of Alpharma, which shall not be unreasonably withheld or delayed. In no event shall Tris have any right to settle, compromise or grant a Third Party infringer a license under any infringed patents or trademarks with respect to any Infringement claims relating to the Compound or any Trademarks in the Territory, and Alpharma shall only have the right to engage in such settlement, compromise and licensing with the consent of Tris, which shall not be unreasonably withheld.

Patent Enforcement. RIBOZYME and ATUGEN The Parties shall each provide immediate ------------------ written notice to promptly notify the other in writing of any alleged or threatened infringement by a third party of the RIBOZYME Patent Rights, any Subject IP of which may come to such Party's attentionthey become aware. RIBOZYME GENAERA shall have the exclusive first right to institute and conduct commercially reasonable legal action prosecute, at its sole expense, actions, lawsuits and proceedings against all third party infringers parties that infringe, or appear to infringe, the Subject IP with respect to the Product in the Field. The Parties shall reasonably cooperate with each other in all such suits and actions. After reimbursement of the RIBOZYME Patent Rights Parties’ costs and expenses incurred in connection with such suits and actions, the Parties shall evenly share in any and all items that may be received, collected or recovered in any such suit or action, whether by judgment, settlement or otherwise. If GENAERA elects not to bring or maintain any such action, suit or proceeding, within one hundred and eighty days (180) days after becoming aware of a material, likely infringement of the Subject IP with respect to the Product in the Field, MACROCHEM shall have the right to maintain at its sole expense such action, suit or negotiate and enter into settlement agreements proceeding with the reasonable cooperation of GENAERA (at MACROCHEM’s sole expense for such cooperation, including joining GENAERA as deemed appropriate by RIBOZYME after consultation with ATUGEN a party plaintiff, if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not), however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, and after reimbursement of the Parties’ costs and expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such suits and actions MACROCHEM shall be entitled to retain any and all items that may be received, collected or recovered in any such suit or action, shall be divided equally between the partieswhether by judgment, settlement or otherwise, provided that all such infringement was deemed amounts shall be treated as sublicense royalties for which a payment shall be owed to GENAERA pursuant to Section 3.1(d)(i). GENAERA shall have occurred in sole control over instituting and prosecuting, at its sole expense, all actions, lawsuits and proceedings against third parties that infringe, or appear to infringe, the Subject IP outside of the Field or within the Field that do not relate to the Product, and specifically involved the Licensed Technology. ATUGEN GENAERA shall have the exclusive right to institute retain any and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rightsall items that may be received, collected or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance recovered in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such suit or action, shall be divided equally between the partieswhether by judgment, settlement or otherwise.

Patent Enforcement. RIBOZYME (a) Each Party shall notify the other within [*] of becoming aware of (a) any alleged or threatened infringement by a Third Party of any Product-Specific Patent or any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions alleging the invalidity, unenforceability or non-infringement of any Product-Specific Patent (collectively, “Specific Infringement”) or (b) any alleged or threatened infringement by a Third Party of any NewLink Patent or Genentech Patent (other than a Product-Specific Patent) through the manufacture, use, offer for sale, sale or importation of a Licensed Product or any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions alleging the invalidity, unenforceability or non-infringement of any NewLink Patent or Genentech Patent with respect to a Licensed Product (collectively, “Product Infringement”). (b) GNE shall have the first right to bring and ATUGEN control any legal action in connection with any Specific Infringement or Product Infringement at its own expense as it reasonably determines appropriate, and NewLink shall each provide immediate ------------------ written notice have the right to be represented in any such action by counsel of its choice. If GNE decides not to bring such legal action, it shall so notify NewLink promptly in writing and NewLink shall have the right to bring and control any legal action in connection with such Specific Infringement or Product Infringement, except to the other of any extent such infringement of the RIBOZYME Patent Rightsis under a GNE Patent, which may come to such Party's attention. RIBOZYME at its own expense as it reasonably determines appropriate after consultation with GNE. (c) NewLink shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent RightsNewLink Patents that are not Product-Specific Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN GNE shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers enforce the Genentech Patents that are not Product-Specific Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the ATUGEN Patent RightsParty bringing the action, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Party shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a Party party to the action if required. (e) In connection with any such actionproceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the NewLink Patents or Genentech Patents without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to a claim of Specific Infringement or Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any award such recoveries in excess of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of such costs and expenses incurred by ATUGEN in connection with such action, (the “Remainder”) shall be divided equally between shared by the partiesParties as follows: [*] of such Remainder shall be [*], and [*] of such Remainder shall be [*].

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party and shall provide such other Party with available evidence of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME infringement. (b) Inspire shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Technology in the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement, Kirin shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such infringement actions and shall otherwise cooperate in the Fieldinstitution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or negotiate otherwise) shall be applied first to reimburse both Parties for all costs and enter into settlement agreements expenses (including fees of attorneys and other professionals) incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as deemed appropriate by RIBOZYME after consultation with ATUGEN follows: (i) if necessary. ATUGEN Inspire has instituted and maintained such action alone, Inspire shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party retain such remaining funds; (ii) if Kirin has instituted and maintained such action alone, Kirin shall be entitled to any retain such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME remaining funds; or (iii) if the Parties have cooperated in instituting and ATUGEN, respectively in connection with maintaining such action, the Parties shall be divided equally allocate such remaining funds between the parties, provided that such infringement was deemed to have occurred themselves in the Field same proportion as they have agreed to bear the expenses of instituting and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any maintaining such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other Party promptly after such Party becomes aware of any alleged infringement within the Field of any Patent licensed under this Agreement in any country in the RIBOZYME Patent RightsTerritory. Except as provided in Section 13.1(b), which may come to such Party's attention. RIBOZYME IMDZ shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement of any Patent licensed to Sanofi under this Agreement. Sanofi shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow IMDZ to institute and conduct commercially reasonable legal action against third party infringers of prosecute infringement actions under this Section 13.1(a). (b) In the RIBOZYME Patent Rights in the Fieldevent IMDZ elects not to, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall does not, however be entitled exercise its rights under Section 13.1(a) with respect to join RIBOZYME as any alleged infringement within the Field of a Party Patent licensed to Sanofi under this Agreement within *** of receiving notice thereof, Sanofi shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such actionalleged infringement. Any award of damages resulting from action taken by RIBOZYME pursuant to Sanofi shall take all such actions under this Section 3.413.1(b) in reasonable consultation with IMDZ and shall keep IMDZ apprised as to the status of any such infringement action Sanofi institutes. IMDZ shall execute all reasonable, after reimbursement of expenses incurred by RIBOZYME necessary and ATUGEN, respectively in connection with proper documents and take such action, actions as shall be divided equally between the parties, provided that such infringement was deemed appropriate to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right allow Sanofi to institute and conduct commercially reasonable legal prosecute infringement actions under this Section 13.1(b). (c) The costs and expenses of bringing and maintaining any infringement action against third party infringers of the ATUGEN Patent Rights, under Section 13.1(a) or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME Section 13.1(b) shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action***. Any award of damages resulting damages, settlements, accounts or profits or other financial compensation recovered from action taken by ATUGEN pursuant to this Section 3a Third Party based upon such suit, after reimbursement deducting the actual Out-of-Pocket Expenses of expenses Sanofi and IMDZ (including reasonable attorney’s fees) incurred by ATUGEN in connection with pursuing such actionsuit (such net amount, shall the “Recovery”), will be divided equally between the parties.***. The Recovery will be treated as ***

Patent Enforcement. RIBOZYME and ATUGEN As soon as it shall have knowledge thereof, each provide immediate ------------------ written notice to Party shall promptly advise the other Party of any infringement of the RIBOZYME Patents in the Territory by a Third Party. With respect to any Patent Rightsthat is licensed to SGI exclusively under this Agreement, which may come to such Party's attention. RIBOZYME SGI shall have the exclusive first right, but not the duty, to institute infringement actions against Third Parties. With respect to any Patent that is licensed to SGI partially exclusively or non-exclusively under this Agreement, BMS shall have the first right, but not the duty, to institute infringement actions against Third Parties; provided, however, that SGI shall have the right, at its sole discretion, to participate therein at its own expense. For so long as SGI shall continue to participate materially in any such action, BMS shall consult with SGI and take into account each Party’s relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If the Party having the first right to institute an infringement proceeding against an offending Third Party does not do so within 90 days after receipt of notice from the other Party, such other Party shall have the right, but not the duty, to institute such an action. The costs and conduct commercially expenses of any such action (including reasonable legal action against third party infringers fees of attorneys and other professionals) shall be borne by the RIBOZYME Patent Rights Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Field, or negotiate Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and enter into settlement agreements proper documents and take such actions as deemed shall be appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce allow the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a other Party to any institute and prosecute such actioninfringement actions. Any award paid by Third Parties as a result of damages resulting from such an infringement action taken (whether by RIBOZYME pursuant way of settlement or otherwise) shall be paid to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME the Party who instituted and ATUGEN, respectively in connection with maintained such action, shall be divided equally between the partiesor, provided that such infringement was deemed to have occurred in the Field if both parties instituted and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with maintained such action, such award shall be divided equally between allocated among the partiesParties in proportion to their respective contributions to the costs and expenses incurred in such action.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other within [*] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Collaboration Product, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the RIBOZYME Patent RightsCytokinetics Patents, which may come Astellas Patents or Collaboration Patents (collectively “Product Infringement”). (b) Astellas shall have the first right to bring and control any legal action in connection with any Product Infringement at its own expense as it reasonably determines appropriate, and Cytokinetics shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Cytokinetics and its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such Party's attentionaction, any counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. RIBOZYME If Astellas decides not to bring such legal action, it shall so notify Cytokinetics promptly in writing and Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) Cytokinetics shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent RightsCytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Astellas shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the ATUGEN Patent RightsParty bringing the action, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Party shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a Party party to the action if required. (e) In connection with any such actionproceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any award such recoveries in excess of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of such costs and expenses incurred by ATUGEN in connection with such action, (the “Remainder”) shall be divided equally between [*] provided that if the partiesProduct Infringement involves a Collaboration Product in [*] Indication [*] in the Shared Territory, and [*] for such Indication, the Remainder shall be paid to [*]. Any Remainder [*] in accordance with Section [*].

Patent Enforcement. RIBOZYME (a) Each Party shall promptly notify the other Party, if (i) it becomes aware of any alleged or threatened infringement of any Licensed Patent by a Third Party’s development, manufacture, commercialization or exploitation of a Compound or Product in the Field in the SynBio Territory, and ATUGEN shall any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents in the Field in the SynBio Territory, or (ii) it becomes aware of any alleged or threatened infringement of any SynBio Product Patent by a Third Party’s development, manufacture, commercialization or exploitation of a Compound or Product in the ImmuneOnco Territory, and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the SynBio Product Patents in the ImmuneOnco Territory (each provide immediate ------------------ written notice in (i) or (ii), a “Product Infringement”). Promptly upon receipt of any such notice, the Parties (together with their respective intellectual property counsel) will confer with respect to whether and how to pursue an infringement action, subject to the other terms and conditions set forth in clauses (b) through (f) below. (b) As between the Parties, SynBio shall have the first right (but not the obligation) to bring and control any legal action to enforce the Licensed Patent against any Product Infringement in the SynBio Territory, at its own expense as it reasonably determines appropriate after consultation with ImmuneOnco. If SynBio does not bring such legal action within [***] after the notice provided pursuant to Section 9.3(a), ImmuneOnco shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the SynBio Territory at its own expense; but after consultation with SynBio and subject to the prior written consent of SynBio, which consent shall not be unreasonably conditioned, delayed or withheld. (c) As between the Parties, ImmuneOnco shall have the first right (but not the obligation) to bring and control any infringement legal action to enforce the SynBio Product Patent against any Product Infringement in the ImmuneOnco Territory, at its own expense as it reasonably determines appropriate after consultation with SynBio, but subject to the prior written consent of SynBio, which consent shall not be unreasonably conditioned, delayed or withheld. If ImmuneOnco does not bring such legal action within [***] after the notice provided pursuant to Section 9.3(a), SynBio shall have the right (but not the obligation) to bring and control any legal action in connection therewith in the ImmuneOnco Territory at its own expense, but after consultation with ImmuneOnco and such step-in right shall be subject to the prior written consent of ImmuneOnco, which consent shall not be unreasonably conditioned, delayed or withheld. (d) At the request and expense of the RIBOZYME Patent RightsParty bringing an action under Section 9.3(b) or 9.3(c) above or 9.3(f) below (the “Enforcing Party”), which may come the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action. In connection with any such enforcement action, the Enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party's attention’s rights in the Licensed Patents or SynBio Product Patents without the prior written consent (e) Any recoveries resulting from enforcement action relating to a claim of Product Infringement of Licensed Patents in the SynBio Territory or of SynBio Product Patents in the ImmuneOnco Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. RIBOZYME Any such recoveries in excess of such costs and expenses shall be retained by the Enforcing Party; provided that if SynBio is the Enforcing Party of Licensed Patents in the SynBio Territory, then such excess recoveries shall be deemed Net Sales and subject to royalty payment to ImmuneOnco under Section 8.5, and if ImmuneOnco is the Enforcing Party of SynBio Product Patents in the ImmuneOnco Territory, then [***] shall be paid by ImmuneOnco to SynBio, and if SynBio is the Enforcing Party of SynBio Product Patents in the ImmuneOnco Territory, then [***] shall be paid by SynBio to ImmuneOnco. (f) ImmuneOnco shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action to enforce (i) the Licensed Patents against third party infringers of any infringement that is not a Product Infringement, and (ii) the RIBOZYME Patent Rights Licensed Patents against any infringement in the FieldImmuneOnco Territory, or negotiate at ImmuneOnco’s own expense and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessaryImmuneOnco reasonably determines appropriate, and ImmuneOnco shall have the right to retain all recoveries. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN SynBio shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce (i) the ATUGEN SynBio Product Patents against any infringement that is not a Product Infringement, and (ii) SynBio Product Patent Rights. RIBOZYME against any infringement in the SynBio Territory, at SynBio’s own expense and as SynBio reasonably determines appropriate, and SynBio shall not, however be entitled have the right to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.retain all recoveries 9.4

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the Licensed Patents in the Territory, and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents in the Territory. (b) As between the Parties, ▇▇ ▇▇▇▇ shall have the first right (but not the obligation) to bring and control any legal action in connection with any infringement of the RIBOZYME Patent RightsLicensed Patents in the Territory with respect the [***] in the Field in the Territory (a “Product Infringement”), which may come at ▇▇ ▇▇▇▇’s own expense as it reasonably determines appropriate. If ▇▇ ▇▇▇▇ does not bring such legal action within [***] after the notice provided pursuant to Section 9.3(a), ▇▇▇▇ shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the Territory, at ▇▇▇▇’▇ own expense as it reasonably determines appropriate. (c) At the request and expense of the Party bringing an action under Section 9.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action. In connection with any such enforcement action, the enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party's attention’s rights in the Licensed Patents without the prior written consent of the other Party. RIBOZYME The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses shall be retained by the enforcing Party, provided that if ▇▇ ▇▇▇▇ is the enforcing Party, then such excess recoveries shall be [***]. (e) ▇▇▇▇ shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notLicensed Patents against any infringement that is not a Product Infringement, however be entitled to join RIBOZYME at ▇▇▇▇’▇ own expense and as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4it reasonably determines appropriate, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesretain all recoveries.

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME Celularity shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of (but not the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME obligation) at its expense to enforce the RIBOZYME each Celularity Prosecuted Patent Rights. ATUGEN shall not, however be entitled (excluding any Celularity Abandoned Patents for which Sorrento has assumed prosecution) and to join RIBOZYME as a Party to settle any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively claims in connection with such action, enforcement or defense (a “Celularity Enforcement Action”). Such Celularity Enforcement Action shall be divided equally between entirely under Celularity’s direction and control; Celularity shall have sole responsibility for determining the partiesstrategy of the Celularity Enforcement Action and filing all papers in connection therewith. Celularity shall keep Sorrento reasonably informed of the progress of any such Celularity Enforcement Action, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Sorrento shall have the exclusive right to institute participate in the Celularity Enforcement Action with counsel of its own choice at its own expense. In any event, Sorrento shall reasonably cooperate with Celularity in such Celularity Enforcement Action and conduct commercially reasonable legal action against third party infringers shall provide Celularity with such information as Celularity reasonably requests to facilitate Celularity’s enforcement or defense of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessaryCelularity Enforcement Action. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN Any recovery received as a Party result of any Celularity Enforcement Action shall be used first to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of reimburse the Parties for the costs and expenses (including attorneys’ and professional fees) incurred by ATUGEN in connection with such actionCelularity Enforcement Action (and not previously reimbursed). If such recovery is insufficient to cover all such costs and expenses of both Parties, it shall be divided equally between shared in proportion to the partiestotal of such costs and expenses incurred by each Party. If, after such reimbursement, any funds remain from such recovery, then [***] of such remainder amount shall be retained by Celularity and[ ***] of such remainder amount will be promptly paid to Sorrento.

Patent Enforcement. RIBOZYME and ATUGEN (a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (any of the foregoing, an "infringement") by a Third Party with respect to any Warp Technology within the Territory, such Party shall each provide immediate ------------------ written notice to promptly notify the other Party and shall provide such other Party with available evidence of any infringement of the RIBOZYME Patent Rights, which may come to such Party's attention. RIBOZYME infringement. (b) Genesis shall have the exclusive first right, but not the duty, to institute patent infringement actions against Third Parties based on any Patent, Technology or any Improvement owned solely by Genesis. SVI shall have the first right, but not the duty, to institute patent infringement actions against Third Parties based on any Improvement owned solely by SVI. Both Parties shall have the right, but not the duty, to institute patent infringement actions against Third Parties based on any Joint Improvement owned by Genesis and SVI. If the Party with the first right does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of learning of such infringement the other party shall have the right, but not the duty, to institute such an action with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights prosecute such infringement actions and shall otherwise cooperate in the Fieldinstitution and prosecution of such actions (including, without limitation, consenting to being named as a nominal party thereto). (c) Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or negotiate otherwise) shall be applied first to reimburse both Parties for all costs and enter into settlement agreements expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, they shall be allocated as deemed appropriate by RIBOZYME after consultation with ATUGEN follows: (i) if necessary. ATUGEN Genesis has instituted and maintained such action alone, Genesis shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party retain such remaining funds; (ii) if SVI has instituted and maintained such action alone, SVI shall be entitled to any retain such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME remaining funds; or (iii) if the Parties have cooperated in instituting and ATUGEN, respectively in connection with maintaining such action, the Parties shall be divided equally allocate such remaining funds between the parties, provided that such infringement was deemed to have occurred themselves in the Field same proportion as they have agreed to bear the expenses of instituting and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any maintaining such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the Licensed Patents in the Territory and any allegations, declaratory judgment, opposition, or similar action or written notices alleging the invalidity, unenforceability or non-infringement of any of the RIBOZYME Patent RightsLicensed Patents in the Territory. (b) As between the Parties, which may come to such Party's attention. RIBOZYME ▇▇▇▇▇▇ shall have the exclusive sole right (but not the obligation) to institute bring and conduct commercially reasonable control any legal action in connection with the infringement of any Licensed Patent against third party infringers of the RIBOZYME Patent Rights any actual or suspected infringement by a Third Party product in the FieldField in the Territory, or negotiate the defense of any action or proceeding with respect thereto brought by such Third Party (each a “Field Infringement”), at its own expense as it reasonably determines appropriate. Medshine shall join, and enter into settlement agreements ▇▇▇▇▇▇ agrees to be joined, as deemed appropriate a party to the action if Medshine is required by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN Applicable Law to join as the licensor to pursue such action or to seek additional or alternative damages or injunctive relief against such Field Infringement. (c) At the request and expense of Erasca, Medshine shall provide RIBOZYME with reasonable assistance in connection with any Field Infringement, including by executing reasonably appropriate documents and cooperating in discovery as required by Applicable Law. In connection with any such action, Erasca shall keep Medshine reasonably informed on the status of such action taken by RIBOZYME and shall not enter into any settlement giving rise to enforce liability of Medshine, without the RIBOZYME Patent Rightsprior written consent of Medshine. ATUGEN Medshine shall not, however be entitled to join RIBOZYME as a Party to any separate representation in such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action by counsel of its own choice and at its own expense. (d) Any recoveries made by Erasca that results from enforcing or defending any Licensed Patent against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however Field Infringement will first be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties[***].

Patent Enforcement. RIBOZYME (a) Each Party shall promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the ADCT Patents, which infringement adversely affects or is expected to adversely affect the Products in the Field in the Territory, and ATUGEN any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the ADCT Patents in the Territory (collectively “Product Infringement”). (b) Subject to Section 9.5, as between the Parties, [**]. (c) At the request and expense of the Party bringing an action under Section 9.3(b), the other Party shall each provide immediate ------------------ written notice reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action. In connection with any such enforcement action, the enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in the ADCT Patents without the prior written consent of the RIBOZYME Patent Rightsother Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses shall be retained by the enforcing Party, which may come provided that if NewCo is the enforcing Party, then such excess recoveries shall be deemed Net Sales of the Products and subject to such Party's attention. RIBOZYME royalty payment under Section 8.2. (e) ADCT shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notADCT Patents against any infringement that is not a Product Infringement or is outside the Territory, however be entitled to join RIBOZYME in each case at its own expense and as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4it reasonably determines appropriate, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesretain all recoveries.

Patent Enforcement. RIBOZYME 10.3.1 Each Party shall promptly notify the other Party if it becomes aware of any suspected, threatened, or actual infringement by a Third Party of any of the Licensed Patents, which infringement adversely affects or could reasonably be expected to adversely affect the Licensed Products in the Territory, or any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents in the Territory (collectively “Product Infringement”). 10.3.2 As between the Parties, Licensee shall have the first right to bring and ATUGEN control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. If Licensee does not bring such legal action or take any other reasonable action within [***] after the notice provided pursuant to Section 10.3.1 (or such shorter time period as may be required to avoid material prejudice to such action), then ReViral shall each have the right to bring and control any legal action in connection with such Product Infringement in the Territory at its own expense as it reasonably determines appropriate. 10.3.3 At the request and expense of the Party bringing an action under this Section 10.3, the other Party shall provide immediate ------------------ written notice reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action. In connection with any such enforcement action, the enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party’s rights in the Licensed Patents without the prior written consent of the RIBOZYME Patent Rightsother Party. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. 10.3.4 Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses shall be retained by the enforcing Party, which may come to such Party's attention. RIBOZYME provided that, [***]. 10.3.5 ReViral shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notLicensed Patents against any infringement that is not a Product Infringement or that is outside the Territory, however be entitled to join RIBOZYME in each case, at its own expense and as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4it reasonably determines appropriate, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesretain all recoveries.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other Party promptly after such Party becomes aware of any alleged infringement within the Field of any Patent licensed under this Agreement in any country in the RIBOZYME Patent RightsTerritory. Except as provided in Section 13.1(b), which may come to such Party's attention. RIBOZYME IMDZ shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement of any Patent licensed to Sanofi under this Agreement. Sanofi shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow IMDZ to institute and conduct commercially reasonable legal action against third party infringers of prosecute infringement actions under this Section 13.1(a). (b) In the RIBOZYME Patent Rights in the Fieldevent IMDZ elects not to, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall does not, however be entitled exercise its rights under Section 13.1(a) with respect to join RIBOZYME as any alleged infringement within the Field of a Party Patent licensed to Sanofi under this Agreement within *** of receiving notice thereof, Sanofi shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such actionalleged infringement. Any award of damages resulting from action taken by RIBOZYME pursuant to Sanofi shall take all such actions under this Section 3.413.1(b) in reasonable consultation with IMDZ and shall keep IMDZ apprised as to the status of any such infringement action Sanofi institutes. IMDZ shall execute all reasonable, after reimbursement of expenses incurred by RIBOZYME necessary and ATUGEN, respectively in connection with proper documents and take such action, actions as shall be divided equally between the parties, provided that such infringement was deemed appropriate to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right allow Sanofi to institute and conduct commercially reasonable legal prosecute infringement actions under this Section 13.1(b). (c) The costs and expenses of bringing and maintaining any infringement action against third party infringers of the ATUGEN Patent Rights, under Section 13.1(a) or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME Section 13.1(b) shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action***. Any award of damages resulting damages, settlements, accounts or profits or other financial compensation recovered from action taken by ATUGEN pursuant to this Section 3a Third Party based upon such suit, after reimbursement deducting the actual Out-of-Pocket Expenses of expenses Sanofi and IMDZ (including reasonable attorney’s fees) incurred by ATUGEN in connection with pursuing such actionsuit (such net amount, shall the “Recovery”), will be divided equally between the parties.***

Patent Enforcement. RIBOZYME (a) Each Party shall notify the other promptly after such Party becomes aware of any alleged infringement of any Patent licensed to VIACELL under this Agreement in any country in the Territory. Except as provided in Section 11.3, VIACELL shall have the first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. VIACELL shall take all such actions under this Section 11.1(a) (other than with respect to a Patent included solely in the VIACELL Development Technology) in reasonable consultation with GAMETE and ATUGEN shall each provide immediate ------------------ written notice keep GAMETE apprised as to the other status of any such infringement action VIACELL institutes. GAMETE shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow VIACELL to institute and prosecute infringement actions under this Section 11.1(a). (b) The costs and expenses of bringing and maintaining any infringement action under Section 11.1(a) shall be borne solely by VIACELL. (c) Any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of any infringement action brought by VIACELL under Section 11.1(a) (whether by way of the RIBOZYME Patent Rights, which may come settlement or otherwise) shall be allocated first to such Party's attention. RIBOZYME shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of VIACELL and GAMETE for all expenses incurred by RIBOZYME and ATUGEN, respectively it in connection with such action. VIACELL shall then pay GAMETE the royalty it would have been entitled to receive had the balance of such recovery or damages, to the extent attributable to sales of such infringing products, been attributable to sales of Covered Products by VIACELL hereunder. VIACELL shall be divided equally between entitled to retain the partiesremainder of any such recovery or damages. (d) Except as provided in Section 11.3, provided that such infringement was deemed to have occurred in the Field and specifically involved event VIACELL elects not to, or fails to, exercise its rights under Section 11.1(a) with respect to any alleged infringement of a Patent licensed to VIACELL under this Agreement (excluding any Patent included solely in the Licensed VIACELL Development Technology. ATUGEN ) within one hundred twenty (120) days after receiving notice thereof, GAMETE shall have the exclusive right right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement. GAMETE shall take all such actions under this Section 11.1(d) in reasonable consultation with VIACELL and shall keep VIACELL apprised as to the status of any such infringement action GAMETE institutes. VIACELL shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow GAMETE to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such actionprosecute infringement actions under this Section 12.1(d). Any award or compensation (including the fair market value of damages resulting from non-monetary compensation) paid by Third Parties as a result of any infringement action taken brought by ATUGEN pursuant to GAMETE under this Section 3, after 11.1(d) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of GAMETE and VIACELL for all expenses incurred by ATUGEN them in connection with such action, . Any remaining award or compensation shall be divided equally between the partiesretained by GAMETE.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other within [*] of becoming aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Collaboration Product, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the RIBOZYME Patent RightsCytokinetics Patents, which may come Astellas Patents or Collaboration Patents (collectively “Product Infringement”). (b) Astellas shall have the first right to bring and control any legal action in connection with any Product Infringement at its own expense as it reasonably determines appropriate, and Cytokinetics shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Cytokinetics and its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such Party's attentionaction, any counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. RIBOZYME If Astellas decides not to bring such legal action, it shall so notify Cytokinetics promptly in writing and Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) Cytokinetics shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent RightsCytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Astellas shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the ATUGEN Patent RightsParty bringing the action, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Party shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a Party party to the action if required. (e) In connection with any such actionproceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the Securities Exchange Act of 1934, as amended. connection therewith. Any award such recoveries in excess of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of such costs and expenses incurred by ATUGEN in connection with such action, (the “Remainder”) shall be divided equally between the parties[*], provided that, if [*], then such Remainder shall be [*] in accordance with Section [*].

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other promptly after such Party becomes aware of any alleged infringement of any Avalon Patent in any country in the RIBOZYME Patent RightsTerritory with respect to a DRG that is not a Reversion Target or use thereof in a Screen (an “Infringing DRG”). If any of the Avalon Patents under which Aventis holds a license hereunder is infringed in the Territory by a Third Party with respect to an Infringing Target, which may come Aventis * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to such Party's attentionRule 406 of the Securities Act of 1933, as amended. RIBOZYME shall have the exclusive first right and option, but not the obligation, to bring an action for infringement, at its sole expense, against such Third Party in the name of Aventis and if required also in the name of Avalon. Within the sole discretion of Avalon, Avalon may jointly institute such action with Aventis at the cost and expense of Avalon, in which case Avalon shall have joint control over such action with Aventis. In any such action, Aventis shall make no decision or settlement or compromise that will or potentially will adversely affect the validity, enforceability, ownership or scope of any Avalon Patent unless agreed to in writing by Avalon. (b) In the event that Aventis does not institute such an infringement proceeding against an offending Third Panty with respect to an Infringing Target within * days after receiving written notice of any alleged infringement, then Avalon shall have the right and option, but not the obligation, to institute infringement proceedings against such Third Party with respect to such an Infringing Target in the Territory, in the name of Avalon and if required also in the name of Aventis. Avalon shall have sole control over such action. (c) In any infringement suit either Party may institute to enforce any Avalon Patents pursuant to this Agreement, the other Party hereto shall, at the request of the Party initiating such suit, cooperate in all respects, including agreeing to be joined as a Party in such suit, and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. All * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. reasonable out-of-pocket costs incurred in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (d) The costs and expenses of any action instituted pursuant to this Section 7.2 (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions (if such other Party has the right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any prosecute such action. Any award of damages resulting from action taken by RIBOZYME infringement actions pursuant to this Section 3.47.2). (e) In the event Aventis shall undertake the enforcement of any Avalon Patent, after at the sole expense of Aventis any award or compensation (including the fair market value of non-monetary compensation) paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by RIBOZYME each in connection with such action on a pro rata basis, and ATUGEN(ii) second, respectively any remaining balance shall be allocated to Aventis. In the event that Avalon undertakes such infringement action at its sole expense, any award or compensation shall be applied as follows: (i) first, to reimbursement of each Party for all expenses incurred by each in connection with such action, on a pro rata basis, and (ii) second, any remaining balance shall be divided equally allocated to Avalon. In the event that the Parties share the expenses of such action, then any award or * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. compensation shall be allocated between the parties, provided that such infringement was deemed Parties in proportion to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesParties after proportionate reimbursement of the expenses of each party.

Patent Enforcement. RIBOZYME 23.4.1 Each Party shall, within [**], inform the other Party in writing upon its becoming aware of any potential infringement or misappropriation of any of the Patents in the Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Territory (including joining any action if necessary), as may be reasonably requested by ARIAD US. ARIAD US shall have the first right to control any such Proceedings and ATUGEN ARIAD SWISSCO shall each reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings within [**] of receipt of an invoice therefor incurred in relation to its obligations under this Section. ARIAD SWISSCO shall also have the option to be represented by counsel of its own choice to participate in the Proceedings in the Territory [**]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [**] of ARIAD US’s costs related to such Proceedings. 23.4.2 If ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement in the Territory prior to the earlier of (i) [**] following receipt of notice of such possible infringement or (ii) in the case an injunction may be required, as soon as such injunction is reasonably necessary, then ARIAD SWISSCO shall have the right to institute an action or proceeding or take other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in the Territory, including possible infringement of the Patents in the Territory if (and only if) such possible infringement involves the development or commercialization of a product that contains the Compound, with the reasonable assistance and cooperation of ARIAD US. In the event that ARIAD SWISSCO institutes an action or proceeding or takes other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in the Territory, ARIAD SWISSCO reserves the right to have sole control over such proceedings, subject to Section 23.4.4. 23.4.3 In the event that ARIAD SWISSCO becomes aware of any challenge to the validity of any Patent in a country in the Territory, ARIAD SWISSCO shall provide immediate ------------------ reasonable prior written notice to ARIAD US of such challenge (which notice shall, in any event, be given within [**] of ARIAD SWISSCO becoming aware of such challenge), and ARIAD US shall thereupon have the other option, in its sole discretion, to assume the control and direction of any infringement Proceedings in relation to such Patent in such country. 23.4.4 ARIAD SWISSCO shall not settle any action or Proceedings in a manner that would have a material adverse effect on the rights or interests of ARIAD US or its Affiliates without the prior written consent of the RIBOZYME Patent Rights, which may come to ARIAD US. 23.4.5 Any recoveries from such Party's attention. RIBOZYME shall have Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the exclusive right to institute and conduct commercially reasonable legal action against third party infringers settlement of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements same shall be allocated as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award [**] = Portions of damages resulting from action taken by RIBOZYME this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection exhibit has been filed separately with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesCommission.

Patent Enforcement. RIBOZYME (a) Each Party shall promptly notify the other Party in writing of any existing or threatened infringement of any Licensed Patents by a Third Party, of which such Party becomes aware, including any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents. (b) As between the Parties, Licensee shall have the first right to bring and ATUGEN shall each provide immediate ------------------ written notice control any legal action to enforce the Licensed Patents against any infringement in the Field in the Territory at Licensee’s cost and expense and as Licensee reasonably determines appropriate after consultation with Licensor. If Licensee does not to bring such legal action prior to the earlier of (i) [***] after the notice provided pursuant to Section 5.3(a), or (ii) [***] before the deadline, if any, set forth in the Applicable Laws for the filing of such legal actions, Licensor shall have the right to bring and control any legal action to enforce the Licensed Patents against such infringement at Licensor’s cost and expense and as Licensor reasonably determines appropriate after consultation with Licensee. (c) At the enforcing Party’s request and expense, the other Party shall provide to the enforcing Party with all reasonable assistance in such enforcement effort, including joining such action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the other Party reasonably informed of the status and progress of such enforcement efforts, and shall reasonably consider the other Party’s comments on any such efforts. The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) The enforcing Party shall bear all of the costs and expenses incurred in connection with the enforcement of the Licensed Patents under Section 5.3(b). Any recovery shall be allocated first to the reimbursement of any infringement expenses incurred by the Parties in such enforcement action (including, for this purpose, a reasonable allocation of expenses of internal counsel), and any remaining amount shall be retained by the RIBOZYME Patent Rightsenforcing Party, which may come except that if Licensee is the enforcing Party, then the remaining amount shall be deemed Net Sales and subject to such Party's attention. RIBOZYME royalty payment under Section 4.3. (e) As between the Parties, Licensor shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action to enforce the Licensed Patents against third party infringers any infringement outside the Territory, at Licensor’s cost and expense and as Licensor reasonably determines appropriate. Licensor shall have the right to retain all recoveries resulting from any action to enforce the Licensed Patents against infringement outside the Territory. (f) As between the Parties, Licensee shall have the first right to bring and control any legal action to enforce the Licensee Patents against any infringement, at Licensee’s cost and expense and as Licensee reasonably determines appropriate. Licensee shall have the right to retain all recoveries resulting from any action to enforce the Licensee Patents against infringement. If Licensee does not to bring such legal action to enforce the Licensee Patent against any infringement outside the Territory prior to the earlier of (i) within [***] after receiving a notice of such infringement, or (ii) [***] before the RIBOZYME Patent Rights deadline, if any, set forth in the FieldApplicable Laws for the filing of such legal actions, or negotiate Licensor shall have the right to bring and enter into settlement agreements control any legal action to enforce the Licensee Patents against such infringement outside the Territory at Licensor’s cost and expense and as deemed Licensor reasonably determines appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN Licensee, and Licensor shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages retain all recoveries resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such enforcement action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties.

Patent Enforcement. RIBOZYME If a party becomes aware of any Third Party’s manufacture, use, sale, offer for sale or import of a product that is competitive with a Companion Diagnostic and ATUGEN such party believes or suspects that such Third Party’s activities infringe, or may infringe, any Group 2 Patent, including the filing by any Third Party of any certification filed under the United States Drug Price Competition and Patent Term Restoration Act of 1984 (collectively, “Competitive Infringement”), such party shall each provide immediate ------------------ written notice to promptly notify the other party in writing thereof, including the identity of any infringement of such Third Party (the RIBOZYME Patent Rights“Infringer”), which may come notice shall set forth in reasonable detail the facts and circumstances of such activities that are known to such Party's attentionparty. RIBOZYME To the maximum extent permitted by the Penn Agreement, Celladon, at its sole expense, shall have the exclusive right to institute determine the appropriate course of action to enforce Group 2 Patents against the Infringer or otherwise ▇▇▇▇▇ the Competitive Infringement, to take (or refrain from taking) appropriate action to enforce Group 2 Patents against the Infringer, to defend any declaratory judgments by an Infringer seeking to invalidate or hold the Group 2 Patents unenforceable, to control any litigation or other enforcement action and conduct commercially reasonable legal to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action against third party infringers of the RIBOZYME Patent Rights with respect to Group 2 Patents, in each case in Celladon’s own name and, if necessary for standing purposes, in the Fieldname of AmpliPhi and shall consider, in good faith, the interests of AmpliPhi in so doing. If Celladon does not, within one hundred twenty (120) days of receipt of notice from AmpliPhi, ▇▇▇▇▇ the Competitive Infringement or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME file suit to enforce the RIBOZYME Patent Rights. ATUGEN shall notGroup 2 Patents against the Infringer, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN AmpliPhi shall have the exclusive right to institute and conduct commercially reasonable legal take whatever action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed it deems appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent RightsGroup 2 Patents. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to The party controlling any such actionenforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling party without the prior written consent of the other party. Any award All monies recovered upon the final judgment or settlement of damages resulting from action taken any such suit to enforce the Group 2 Patents shall first be applied to reimburse each party, and, if applicable, Penn, for their respective litigation expenditures, with remaining recoveries being subject to Celladon’s payment obligations under Section 3.2 to the extent required by ATUGEN pursuant to this Section 3the Penn Agreement, after reimbursement of expenses incurred by ATUGEN in connection with such action, which any remaining recovery shall be divided equally between shared by the partiesparties in relation to the damages suffered by each party.

Patent Enforcement. RIBOZYME and ATUGEN (a) As soon as it shall each provide immediate ------------------ written notice to the other have knowledge thereof, Alteon shall promptly advise Genentech of any infringement of the RIBOZYME Patent Rights, which may come to such Licensed Patents in the Territory by a Third Party's attention. RIBOZYME Alteon shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties based on any Licensed Patent under this Agreement. If Alteon does not institute an infringement proceeding against an offending Third Party within ninety (90) days after receipt of notice from Genentech, Genentech shall have the right, but not the duty, to institute such an action. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by each Party to the extent of their participation therein, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in prosecute such infringement actions. (b) In any action taken by RIBOZYME infringement suit either Party may institute to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME Licensed Patents pursuant to this Section 3.4Agreement, after reimbursement the other Party shall, at the request of expenses the Party initiating such suit, reasonably cooperate, including making available relevant records, papers, information, samples, specimens, and the like. All reasonable out-of-pocket costs incurred by RIBOZYME and ATUGEN, respectively in connection with rendering cooperation requested hereunder shall be paid by the Party requesting cooperation. (c) Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be shared by each Party to the extent of their participation therein, or, if the Parties have elected to cooperate in instituting and maintaining such action, shall be divided equally between in such proportions as the parties, provided that such infringement was deemed to have occurred they may agree on in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partieswriting.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to promptly notify the other Party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the Licensed Patents in the Territory, and any related declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the Licensed Patents in the Territory. (b) As between the Parties, Ji Xing shall have the first right (but not the obligation) to bring and control any legal action in connection with any infringement of the RIBOZYME Patent RightsLicensed Patents in the Territory with respect [ * ] (a “Product Infringement”), which may come at Ji Xing’s own expense as it reasonably determines appropriate. If Ji Xing does not bring such legal action within [ * ] after the notice provided pursuant to Section 9.3(a), Oyster Point shall have the right (but not the obligation) to bring and control any legal action in connection with such Product Infringement in the Territory, at Oyster Point’s own expense as it reasonably determines appropriate. (c) At the request and expense of the Party bringing an action under Section 9.3(b) above, the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required by Applicable Laws to pursue such action. In connection with any such enforcement action, the enforcing Party shall keep the other Party reasonably informed on the status of such action and shall not enter into any settlement admitting the invalidity or non-infringement of, or otherwise impairing the other Party's attention’s rights in the Licensed Patents without the prior written consent of the other Party. RIBOZYME The non-enforcing Party shall be entitled to separate representation in such enforcement action by counsel of its own choice and at its own expense. (d) Any recoveries resulting from enforcement action relating to a claim of Product Infringement in the Territory shall be first applied [ * ]. Any such recoveries in excess of [ * ], provided that [ * ]. (e) Oyster Point shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall notLicensed Patents against any infringement that is not a Product Infringement, however be entitled to join RIBOZYME at Oyster Point’s own expense and as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4it reasonably determines appropriate, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesretain all recoveries.

Patent Enforcement. RIBOZYME 23.4.1 Each Party shall, within [***], inform the other Party in writing upon its becoming aware of any potential infringement or misappropriation of any of the Patents in the Territory. ARIAD SWISSCO shall provide reasonable assistance in connection with any Proceedings to stop such infringement and/or recover damages for such infringement in the Territory (including joining any action if necessary), as may be reasonably requested by ARIAD US. ARIAD US shall have the first right to control any such Proceedings and ATUGEN ARIAD SWISSCO shall each reimburse ARIAD US [***] of ARIAD US’s costs related to such Proceedings within [***] of receipt of an invoice therefor incurred in relation to its obligations under this Section. ARIAD SWISSCO shall also have the option to be represented by counsel of its own choice to participate in the Proceedings in the Territory [***]. For clarity, the foregoing option shall not relieve ARIAD SWISSCO’s obligation to reimburse ARIAD US [***] of ARIAD US’s costs related to such Proceedings. 23.4.2 If ARIAD US does not institute an action or proceeding or take other action to prevent or terminate such possible infringement in the Territory prior to the earlier of (i) [***] following receipt of notice of such possible infringement or (ii) in the case an injunction may be required, as soon as such injunction is reasonably necessary, then ARIAD SWISSCO shall have the right to institute an action or proceeding or take other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in the Territory, including possible infringement of the Patents in the Territory if (and only if) such possible infringement involves the development or commercialization of a product that contains the Compound, with the reasonable assistance and cooperation of ARIAD US. In the event that ARIAD SWISSCO institutes an action or proceeding or takes other appropriate action that it believes is reasonably required to prevent or terminate such possible infringement in the Territory, ARIAD SWISSCO reserves the right to have sole control over such proceedings, subject to Section 23.4.4. 23.4.3 In the event that ARIAD SWISSCO becomes aware of any challenge to the validity of any Patent in a country in the Territory, ARIAD SWISSCO shall provide immediate ------------------ reasonable prior written notice to ARIAD US of such challenge (which notice shall, in any event, be given within [***] of ARIAD SWISSCO becoming aware of such challenge), and ARIAD US shall thereupon have the other option, in its sole discretion, to assume the control and direction of any infringement Proceedings in relation to such Patent in such country. 23.4.4 ARIAD SWISSCO shall not settle any action or Proceedings in a manner that would have a material adverse effect on the rights or interests of ARIAD US or its Affiliates without the prior written consent of the RIBOZYME Patent Rights, which may come to ARIAD US. 23.4.5 Any recoveries from such Party's attention. RIBOZYME shall have Proceedings or amounts received by ARIAD US or ARIAD SWISSCO from the exclusive right to institute and conduct commercially reasonable legal action against third party infringers settlement of the RIBOZYME Patent Rights in the Fieldsame shall be allocated as follows: First, each Party shall be reimbursed for its direct, out-of-pocket expenses for conducting, or negotiate cooperating with, such Proceeding, and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce second, the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, balance shall be divided equally between the parties[***], provided that any recovery or settlement amount that includes countries outside of the Territory shall be [***], acting reasonably and in good faith, prior to such infringement was deemed to have occurred in allocation between the Field and specifically involved the Licensed Technology. ATUGEN Parties. 23.4.6 ARIAD SWISSCO shall have the exclusive no right to s▇▇ or institute and conduct commercially reasonable legal an action against third party infringers or proceeding or take other action to prevent infringement of the ATUGEN any Patent Rights, or negotiate and enter into settlement agreements other than as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance set out in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the parties23.4.

Patent Enforcement. RIBOZYME Each of Inpharma and ATUGEN Cytogen shall each provide immediate ------------------ written notice to promptly inform the other in writing of any infringement of the RIBOZYME Patent Rights, Licensed Patents in the Territory by a third party of which may come it has knowledge and shall provide the other party with any readily available information relating to such Party's attention. RIBOZYME infringement. (a) During the term of this Agreement, Cytogen shall have the exclusive right right, but shall not be obligated, to institute and conduct commercially reasonable legal action against third party infringers prosecute at its own expense all infringements in the Territory of the RIBOZYME Patent Rights Licensed Patents and, in furtherance of such right and to the Fieldextent required, Inpharma hereby agrees that Cytogen may include Inpharma and/or the Licensors as party plaintiffs in any such suit, without expense to Inpharma or the Licensors. The total cost of any such infringement action commenced or defended solely by Cytogen shall be borne by Cytogen and Cytogen shall keep any recovery or damages for past infringement derived therefrom. Cytogen shall indemnify Inpharma and the Licensors against any Damages, including any order for costs, that may be made or awarded against Inpharma and/or the Licensors in such proceedings unless such costs or Damages are assessed based on acts, other than the act of entering into this Agreement, of Inpharma or its agents. (b) If within [**] after having been notified of any alleged infringement, Cytogen shall have been unsuccessful in persuading the alleged infringer to desist and shall not have brought and shall not be diligently prosecuting an infringement action, or negotiate if Cytogen shall notify Inpharma at any time prior thereto of its intention not to bring suit against any alleged infringer for the Territory, then, and enter into settlement agreements in those events only, Inpharma shall have the right, but shall not be obligated, to prosecute at its own expense any infringement of the Licensed Patents for the Territory, and Inpharma may, for such purposes, use the name of Cytogen as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance a party plaintiff in any such suit, without expense to Cytogen. The total cost of any such infringement action taken commenced or defended solely by RIBOZYME Inpharma shall be borne by Inpharma, and Inpharma shall keep any recovery or damages for past infringement derived therefrom. Inpharma shall indemnify Cytogen against any Damages, including any order for costs, that may be made or awarded against Cytogen in such proceedings unless such costs are assessed based on acts, other than the act of entering into this Agreement, of Cytogen or its agents. (c) In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against Inpharma or Cytogen, each party shall inform the other. Cytogen, at its option, shall have the right, [**] after commencement of such action, to take over the sole defense of the action at its own expense. If Cytogen shall not exercise this right, Inpharma shall have the right, but not the obligation, to take over the sole defense at Inpharma's sole expense. In the event that Cytogen elects to defend such action, the total cost of any such defense shall be borne by Inpharma, and Inpharma shall keep any recovery or damages. Cytogen shall indemnify Inpharma and the Licensors against any Damages, including any order for costs, that may be made or awarded against Inpharma and/or the Licensors in such proceedings unless such costs or Damages are assessed based on acts, other than the act of entering into this Agreement, of Inpharma or its agents. (d) In any infringement suit as either party may institute to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME Licensed Patents pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred Agreement or in the Field event of defense by either party, the other party hereto shall, at the request and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers expense of the ATUGEN Patent Rightsparty initiating or defending such suit, or negotiate cooperate in all respects and, to the extent possible, have its employees testify when requested and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce make available relevant records, papers, information, samples, specimens, and the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partieslike.

Patent Enforcement. RIBOZYME (a) CSURF does not warrant that the Technology licensed hereunder shall not infringe any patents. However, CSURF is not presently aware of the existence of such patents owned by third parties. (b) CSURF and ATUGEN shall Company agree to inform each provide immediate ------------------ written notice to other in the other event that it becomes aware of any potential infringement of the RIBOZYME Patent RightsTechnology. CSURF shall then, which may come to such Party's attention. RIBOZYME shall at its expense, have the exclusive right to institute and conduct commercially reasonable legal take appropriate action against third party infringers of any potential infringer. In the RIBOZYME Patent Rights event that CSURF elects not to take action against the potential infringer, the Company may elect to do so at its expense, in either its own name or in CSURF’s name. In either event, CSURF and the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation Company agree to cooperate fully with ATUGEN if necessaryany such proceedings. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall The Company may not, however as part of settlement negotiations, offer or grant non-exclusive licenses without the written consent of CSURF, such consent shall not be unreasonably withheld. If the Company pursues litigation, it shall be entitled to join RIBOZYME as offset the cost of litigation against 50% of the royalty payments coming due during the litigation. If the Company succeeds in obtaining a Party damage judgment in the litigation, it shall be entitled to any such actionrecoup its costs of litigation, to the extent not previously recouped out of royalties, plus 2/3 of the remaining amount of the judgment, if any. Any award The remainder of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4the judgment, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such actionif any, shall be divided equally between paid to CSURF as payment, in full, of royalties withheld by the partiesCompany during the litigation. If neither party pursues litigation and there is no acceptable settlement, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Company shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as withhold royalties until a Party settlement is reached, but only after obtaining an opinion from patent counsel reasonably acceptable to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between both parties that the partiesPatents have been infringed.

Patent Enforcement. RIBOZYME (a) Each Party shall promptly notify the other party if it becomes aware of any alleged or threatened infringement by a Third Party of any of the Licensed Patents through the using, importing, exporting, offering for sale or selling of any antibody-drug conjugates. (b) For infringement of any ADC Patent that claims an ADC that is selected by a Party for further Development, the Licensee of such ADC shall have the first right to bring and ATUGEN control any legal action to enforce such ADC Patent at its own expense and as it reasonably determines appropriate. Licensor shall each have the right to be represented in any such action by counsel of its choice at its own expense. If Licensee does not to bring such legal action within [***] after the notice provided pursuant to Section 6.3(a), Licensor shall have the right to bring and control any legal action to enforce such ADC Patent at its own expense as it reasonably determines appropriate. (c) At the request and expense of the Party bringing the action under Section 6.3(b) above, the other Party shall provide immediate ------------------ written notice reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. In connection with any such proceeding, the Party bringing the action under Section 6.3(b) shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other of any infringement Party’s rights in, the ADC Patent without the prior written consent of the RIBOZYME Patent Rightsother Party. (d) Any recoveries resulting from an action under Section 6.3(b) to enforce the ADC Patents shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any such recoveries in excess of such costs and expenses shall be retained by the enforcing Party; provided however that if the enforcing Party is Licensee, which may come then such excess recovery shall be deemed Net Sales and subject to such Party's attention. RIBOZYME royalty payment under Section 5.4. (e) As between the Parties, PHP shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers to enforce its Licensed Patents that relates solely to the Drug and method for the conjugation of the RIBOZYME Patent Rights in the FieldDrug to antibodies, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Immunome shall have the exclusive right to institute bring and conduct commercially reasonable control any legal action against third party infringers of the ATUGEN Patent Rights, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce its Licensed Patents that related solely to its antibody discovery platform, in each case at such Party’s own expense and as such Party reasonably determines appropriate, and such Party shall have the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled right to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesretain all recoveries.

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other within [ * ] Business Days of becoming aware of any alleged or threatened infringement by a Third Party of any of the Cytokinetics Patents, Astellas Patents or Collaboration Patents, which infringement adversely affects or is expected to adversely affect the Development or Commercialization of any Collaboration Product, including any “patent certification” filed in the United States under 21 U.S.C. §355(b)(2) or 21 U.S.C. §355(j)(2) or similar provisions in other jurisdictions and of any declaratory judgment, opposition, or similar action alleging the invalidity, unenforceability or non-infringement of any of the RIBOZYME Patent RightsCytokinetics Patents, which may come Astellas Patents or Collaboration Patents (collectively “Product Infringement”). (b) Astellas shall have the first right to bring and control any legal action in connection with any Product Infringement at its own expense as it reasonably determines appropriate, and Cytokinetics shall have the right to be represented in any such action by counsel of its choice. Astellas shall provide Cytokinetics and its counsel with copies all court filings and material supporting documentation, and, at the request of Cytokinetics, reasonable access to Astellas’ counsel for consultation, provided that, unless Cytokinetics is joined as a party to such Party's attentionaction, any counsel retained by Cytokinetics shall not act as attorney of record for any such action, or conduct any legal proceedings as part of such action, unless specifically requested by Astellas and at Astellas’ expense. RIBOZYME If Astellas decides not to bring such legal action, it shall so notify Cytokinetics promptly in writing and Cytokinetics shall have the right to bring and control any legal action in connection with such Product Infringement at its own expense as it reasonably determines appropriate after consultation with Astellas. (c) Cytokinetics shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent RightsCytokinetics Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. ATUGEN shall not, however be entitled to join RIBOZYME as a Party to any such action. Any award of damages resulting from action taken by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively in connection with such action, shall be divided equally between the parties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Astellas shall have the exclusive right to institute and conduct commercially reasonable legal action against third party infringers enforce the Astellas Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. Each Party shall have the right to enforce the Collaboration Patents for any infringement that is not a Product Infringement at its own expense as it reasonably determines appropriate. (d) At the request of the ATUGEN Patent RightsParty bringing the action, or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME the other Party shall provide ATUGEN with reasonable assistance in any action taken connection therewith, including by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notexecuting reasonably appropriate documents, however be entitled to join ATUGEN cooperating in discovery and joining as a Party party to the action if required. (e) In connection with any such actionproceeding, the Party bringing the action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Cytokinetics Patents, Astellas Patents or Collaboration Patents without the prior written consent of the other Party. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. (f) Any recoveries resulting from enforcement action relating to a claim of Product Infringement shall be first applied against payment of each Party’s costs and expenses in connection therewith. Any award such recoveries in excess of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of such costs and expenses incurred by ATUGEN in connection with such action, (the “Remainder”) shall be divided equally between [ * ], provided that if the partiesProduct Infringement involves a Collaboration Product in [ * ] Indication [ * ] in the Shared Territory, and [ * ] for such Indication, the Remainder shall be paid to[ * ]. Any Remainder [ * ] in accordance with Section [ * ].

Patent Enforcement. RIBOZYME and ATUGEN (a) Each Party shall each provide immediate ------------------ written notice to notify the other Party promptly after such Party becomes aware of any alleged infringement within the Field of any Patent licensed under this Agreement in any country in the RIBOZYME Patent RightsTerritory. Except as provided in Section 13.1(b), which may come to such Party's attention. RIBOZYME IMDZ shall have the exclusive right first right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such alleged infringement of any Patent licensed to Sanofi under this Agreement. Sanofi shall execute all reasonable, necessary and proper documents and take such actions as shall be appropriate to allow IMDZ to institute and conduct commercially reasonable legal action against third party infringers of prosecute infringement actions under this Section 13.1(a). *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) In the RIBOZYME Patent Rights in the Fieldevent IMDZ elects not to, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME to enforce the RIBOZYME Patent Rights. ATUGEN shall does not, however be entitled exercise its rights under Section 13.1(a) with respect to join RIBOZYME as any alleged infringement within the Field of a Party Patent licensed to Sanofi under this Agreement within *** of receiving notice thereof, Sanofi shall have the right, but not the duty, to institute patent infringement actions against Third Parties with respect to any such actionalleged infringement. Any award of damages resulting from action taken by RIBOZYME pursuant to Sanofi shall take all such actions under this Section 3.413.1(b) in reasonable consultation with IMDZ and shall keep IMDZ apprised as to the status of any such infringement action Sanofi institutes. IMDZ shall execute all reasonable, after reimbursement of expenses incurred by RIBOZYME necessary and ATUGEN, respectively in connection with proper documents and take such action, actions as shall be divided equally between the parties, provided that such infringement was deemed appropriate to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN shall have the exclusive right allow Sanofi to institute and conduct commercially reasonable legal prosecute infringement actions under this Section 13.1(b). (c) The costs and expenses of bringing and maintaining any infringement action against third party infringers of the ATUGEN Patent Rights, under Section 13.1(a) or negotiate and enter into settlement agreements as deemed appropriate by ATUGEN after consultation with RIBOZYME if necessary. RIBOZYME Section 13.1(b) shall provide ATUGEN with reasonable assistance in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall not, however be entitled to join ATUGEN as a Party to any such action***. Any award of damages resulting damages, settlements, accounts or profits or other financial compensation recovered from action taken by ATUGEN pursuant to this Section 3a Third Party based upon such suit, after reimbursement deducting the actual Out-of-Pocket Expenses of expenses Sanofi and IMDZ (including reasonable attorney’s fees) incurred by ATUGEN in connection with pursuing such actionsuit (such net amount, shall the “Recovery”), will be divided equally between the parties.***. The Recovery will be treated as ***

Patent Enforcement. RIBOZYME and ATUGEN shall each provide immediate ------------------ written notice to the other (a) If either Party becomes aware of any infringement or threatened infringement by a Third Party of any CG Patent on account of a Third Party’s manufacture, use or sale of a Licensed Compound or Product, or any declaratory judgment or equivalent action challenging any CG Patent in connection with any such infringement (a “Product Infringement”), it will notify the RIBOZYME Patent Rightsother Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement or threatened infringement, which may come to or declaratory judgment or equivalent action, by such Third Party's attention. RIBOZYME . (b) Aptose shall have the exclusive right right, but not the obligation, to institute bring a suit or otherwise take action against any Product Infringement in the Licensed Territory, at its own expense and conduct by counsel of its own choice; provided, however, if Aptose elects not to bring a suit or otherwise take action against any Product Infringement in the Licensed Territory, then unless Aptose has a good faith, commercially reasonable legal action against third party infringers of the RIBOZYME Patent Rights in the Field, or negotiate and enter into settlement agreements as deemed appropriate by RIBOZYME after consultation with ATUGEN if necessary. ATUGEN shall provide RIBOZYME with reasonable assistance in any action taken by RIBOZYME reason not to enforce the RIBOZYME Patent Rightsapplicable CG patents, the reduction in royalties for entry of a Generic Product as set forth in Section 5.3(d) (Generic Entry) will not apply. ATUGEN CG shall notcooperate with and provide reasonable assistance to Aptose in such enforcement, however be entitled at Aptose’s request and expense. CG further agrees to join RIBOZYME join, at Aptose’s expense, any such action brought by Aptose under this Section 6.3 as a Party party plaintiff if required by Applicable Laws to any pursue such action. Aptose shall keep CG regularly informed of the status and progress of such enforcement efforts. (c) Any award of damages resulting from action taken recovery obtained by RIBOZYME pursuant to this Section 3.4, after reimbursement of expenses incurred by RIBOZYME and ATUGEN, respectively Aptose in connection with such actionor as a result of any action against a Product Infringement, whether by settlement or otherwise, shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then [**] of the balance be divided equally paid to CG, and any remaining balance be retained by Aptose. (d) Aptose may exercise any of its rights under this Section 6.3 through an Affiliate or Sublicensee. (e) As between the partiesParties, provided that such infringement was deemed to have occurred in the Field and specifically involved the Licensed Technology. ATUGEN Aptose shall have the exclusive right right, but not the obligation, to institute and conduct commercially reasonable legal bring a suit or otherwise take action against third party infringers any infringement or threatened infringement of any Patent in the Aptose Program Technology worldwide, and shall first reimburse Aptose for any of its out-of-pocket costs and attorney fees, followed by CG for any of its out-of-pocket costs and attorney fees, then [**] of the ATUGEN Patent Rightsbalance be paid to CG, or negotiate and enter into settlement agreements as deemed appropriate any remaining balance be retained by ATUGEN after consultation Aptose. CG shall cooperate with RIBOZYME if necessary. RIBOZYME shall and provide ATUGEN with reasonable assistance to Aptose in any action taken by ATUGEN to enforce the ATUGEN Patent Rights. RIBOZYME shall notsuch enforcement, however be entitled to join ATUGEN as a Party to any such action. Any award of damages resulting from action taken by ATUGEN pursuant to this Section 3, after reimbursement of expenses incurred by ATUGEN in connection with such action, shall be divided equally between the partiesat Aptose’s request and expense.