Common use of Procedures; Expenses and Recoveries Clause in Contracts

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b) above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement, such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b8.3.2(a) or 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will shall execute THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitsuit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b8.4(b) above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive InfringementInfringement in the Royalty Territory, such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate or defend any infringement suit suit, action or administrative proceeding to challenge any Competitive Infringement or to defend a Defense Action under Section 9.6(b) above 12.3.2 shall have the sole and exclusive right to select counsel for any such suit suit, action or proceeding and shall pay all expenses of the suit, action or proceeding, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable outOut-of-pocket expense Pocket Costs in rendering assistance requested by the initiating or defending Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating or defending Party to initiate initiate, defend or maintain such suit, action or proceeding, or if either Party is unable to initiate initiate, prosecute or prosecute defend such suit suit, action or proceeding solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit suit, action or proceeding and will execute and cause its Affiliates to execute all documents necessary for the initiating or defending Party to initiate litigation to prosecute and initiate, maintain or defend such actionsuit, action or proceeding. In addition, at the initiating or defending Party’s request, the other Party shall provide reasonable assistance to the initiating or defending Party in connection with an infringement suit such suit, action or proceeding at no charge to the initiating or defending Party except for reimbursement by the initiating or defending Party of reasonable outOut-of-pocket expenses Pocket Costs incurred in rendering such assistance. The non-initiating or non-defending Party shall have the right to participate and be represented in any such suit suit, action or proceeding by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such a suit, action or proceeding, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringementlitigation or the applicable dispute), then such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under pursuant to Section 9.6(b) 10.3.2 above shall have the sole and exclusive right to select counsel for any such suit suit, and shall pay all expenses of the suit, including attorneys’ legal fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law in order for the initiating Party to initiate or and/or maintain such suit, or if either the initiating Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating other Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense, and to share equally all expenses of such suit if it so elects. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocatedallocated in all cases, subject first to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and reimburse each Party for all expenses of the infringement action as described abovesuit, including legal fees and disbursements, court costs and other litigation expenses; with the balance being allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate or defend any infringement suit suit, action or administrative proceeding or to challenge any Competitive Infringement under Section 9.6(b) above 12.3.2 shall have the sole and exclusive right to select counsel for any such suit suit, action or proceeding and shall pay all expenses of the suit, action or proceeding, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense costs in rendering assistance requested by the initiating or defending Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating or defending Party to initiate initiate, defend or maintain such suit, action or proceeding, or if either Party is unable to initiate initiate, prosecute or prosecute defend such suit suit, action or proceeding solely in its own name or it is otherwise advisable in order to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit suit, action or proceeding and will execute and cause its Affiliates to execute all documents necessary for the initiating or defending Party to initiate litigation to prosecute and initiate, maintain or defend such actionsuit, action or proceeding. In addition, at the initiating or defending Party’s request, the other Party shall provide reasonable assistance to the initiating or defending Party in connection with an infringement suit such suit, action or proceeding at no charge to the initiating or defending Party except for reimbursement by the initiating or defending Party of reasonable out-of-pocket expenses costs incurred in rendering such assistance. The non-initiating or non-defending Party shall have the right to participate and be represented in any such suit suit, action or proceeding by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such a suit, action or proceeding, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringementlitigation or the applicable dispute), then such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit Infringement Action under Section 9.6(b11.4.2 (Rights to Enforce) above shall have the sole and exclusive right to select counsel for any such suit Infringement Action and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable outCo-Co Out-of-pocket expense Pocket Costs in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or and/or maintain such suitInfringement Action, or if either Party is unable to initiate or prosecute such suit Infringement Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit Infringement Action and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit Infringement Action at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable outCo-Co Out-of-pocket expenses Pocket Costs incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit Infringement Action by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitInfringement Action, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect ), after payment of a Competitive Infringementany amounts required under any In-Licenses, such the remaining amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b8.3.2(a) or 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. rendering such assistance. The non-initiating Party shall have the right to may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitsuit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b) 11.5.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ ' fees and court costs and reimbursement of the other Party’s 's reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided , except that with such expenses in respect of any Profit-Sharing Product in the United States (i) prior to any the First Commercial Sale of such suit, Profit-Sharing Product in the United States shall be included in U.S. Development Expenses for such product and shared by the Parties may mutually agree pursuant to jointly bear Section 3.9.1, and (ii) after the First Commercial Sale of such costs and expenses, Profit Sharing Product in which case the allocation United States shall be Commercialization Expenses for purposes of recoveries described below may be adjusted as mutually agreed by the Partiescalculating U.S. Operating Profit/Loss pursuant to Section 9.3. If required under applicable law in order for the initiating Party to initiate or and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s 's request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b) above 8.2.2 shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense expenses in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. Notwithstanding the foregoing, if Licensee is the initiating Party and so requests, then Forendo shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for Licensee to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of for reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b) 11.4.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents documents, and take all actions, reasonably necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide other reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit under Section 11.4.2(b) or 11.4.2(c) by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with any such suitsuit under Section 11.4.2(b) or 11.4.2(c), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b8.3.2(a) or 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[* * *]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. maintain such action. In addition, at The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitsuit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit Infringement Action under Section 9.6(b9.4.2 (Rights to Enforce) above shall have the sole and exclusive right to select counsel for any such suit Infringement Action and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable outRegional Out-of-pocket expense Pocket Costs in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or and/or maintain such suitthe Infringement Action, or if either Party is unable to initiate or prosecute such suit Infringement Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit such Infringement Action and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit Infringement Action at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable outRegional Out-of-pocket expenses Pocket Costs incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit Infringement Action by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitInfringement Action, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect ), after payment of a Competitive Infringementany amounts required under any In-Licenses, such the remaining amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b) 11.4.2 above shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ ' fees and court costs and reimbursement of the other Party’s 's reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided , except that with such expenses in respect of any Profit-Sharing Product in the United States (i) prior to any the First Commercial Sale of such suit, Profit-Sharing Product in the United States shall be included in U.S. Development Expenses for such product and shared by the Parties may mutually agree pursuant to jointly bear Section 2.11, and (ii) after the First Commercial Sale of such costs and expenses, Profit Sharing Product in which case the allocation United States shall be Commercialization Expenses for purposes of recoveries described below may be adjusted as mutually agreed by the Partiescalculating U.S. Operating Profit/Loss pursuant to Section 8.2. If required under applicable law in order for the initiating Party to initiate or and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s 's request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b8.3.2(a) or 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitsuit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit Infringement Action under Section 9.6(b10.4.2 (Rights to Enforce) above shall have the sole and exclusive right to select counsel for any such suit Infringement Action and shall pay all expenses of the suitsuch Infringement Action, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable outGlobal Out-of-pocket expense Pocket Costs in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or and/or maintain such suitInfringement Action, or if either Party is unable to initiate or prosecute such suit Infringement Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit such Infringement Action and will execute execute, and cause its Affiliates to execute execute, all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such actionInfringement Action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit Infringement Action at no charge to the initiating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. ALN-AT3 Global License Terms Party except for reimbursement by the initiating Party of reasonable outGlobal Out-of-pocket expenses Pocket Costs incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit Infringement Action by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitInfringement Action, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect ), after payment of a Competitive Infringementany amounts required under any In-Licenses, such the remaining amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b8.3.2(a) or 8.3.2(b) above shall have the sole and exclusive right to select counsel for any such suit (which counsel shall be reasonably acceptable to the other Party) and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is 64 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. In addition, at The initiating Party will keep the other Party reasonably informed of the status of the infringement suit. At the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to may participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitsuit under Section 8.3.2(a) or 8.3.2(b), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject allocated as follows: (a) to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and reimburse each Party for all expenses of the infringement action as described abovesuit, as follows:including attorneys’ fees and disbursements, court costs and other litigation expenses; and (b) any remaining amount shall [* * *]. 8.4

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit Infringement Action under Section 9.6(b10.4.2 (Rights to Enforce) above shall have the sole and exclusive right to select counsel for any such suit Infringement Action and shall pay all expenses of the suitsuch Infringement Action, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable outGlobal Out-of-pocket expense Pocket Costs in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or and/or maintain such suitInfringement Action, or if either Party is unable to initiate or prosecute such suit Infringement Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit such Infringement Action and will execute execute, and cause its Affiliates to execute execute, all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such actionInfringement Action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit Infringement Action at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable outGlobal Out-of-pocket expenses Pocket Costs incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit Infringement Action by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitInfringement Action, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect ), after payment of a Competitive Infringementany amounts required under any In-Licenses, such the remaining amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:: Confidential ACTIVE/100404760.2 Amended and Restated ALN-AT3 Global License Terms

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit Infringement Action under Section 9.6(b10.4.2 (Rights to Enforce) above shall have the sole and exclusive right to select counsel for any such suit Infringement Action and shall pay all expenses of the suitsuch Infringement Action, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable outGlobal Out-of-pocket expense Pocket Costs in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Law in order for the initiating Party to initiate or and/or maintain such suitInfringement Action, or if CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. GLOBAL LICENSE TERMS either Party is unable to initiate or prosecute such suit Infringement Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit such Infringement Action and will execute execute, and cause its Affiliates to execute execute, all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such actionInfringement Action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit Infringement Action at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable outGlobal Out-of-pocket expenses Pocket Costs incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit Infringement Action by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suitInfringement Action, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect ), after payment of a Competitive Infringementany amounts required under any In-Licenses, such the remaining amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or action (including any interference, opposition or invalidation proceedings; the same hereinafter) under Section 9.6(b12.5.2 above (the “Initiating Party”) above shall have the sole and exclusive right to select counsel for any such suit or action and shall pay all expenses of the suitsuit or action, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Initiating Party; provided . Should Initiating Party initiate an infringement suit or action under Section 12.5.2, Initiating Party agrees to discuss with the other Party ways to manage the potential risk to the other Party’s Patent Rights in connection with such suit or action, including limiting the number and scope of claims that are asserted in connection with respect such suit or action. Initiating Party shall use good faith efforts to employ any such suit, reasonable measures agreed to by the Parties may mutually agree to jointly bear manage such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Partiespotential risk. If required under applicable law Law in order for the initiating Initiating Party to initiate or maintain such suit, or if either the Initiating Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join or participate in as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Initiating Party to initiate litigation suit to prosecute and maintain such actionsuit. In addition, at the initiating Initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Initiating Party in connection with such an infringement suit at no charge to the initiating Initiating Party except for reimbursement by the initiating Initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Neither Party shall enter into any settlement of any Competitive Infringement described in Section 12.5.2 that admits to the invalidity or unenforceability of the Karyopharm Patent Rights, Ono Patent Rights and Joint Patent Rights, incurs any financial or other liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party, in each case without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Parties obtain Initiating Party obtains from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringementsuit), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or defend a Defensive Action under Section 9.6(b9.3.2 (the “Controlling Party”) above shall will have the sole and exclusive right to select counsel for and control any such suit and shall pay all or Defensive Action. The expenses of the suitsuit or the Defensive Action, including attorneys’ fees and court costs and reimbursement reasonable Out-of-Pocket Costs of the other Party (the “Cooperating Party’s reasonable out-of-pocket expense ”) in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may Controlling Party (“Enforcement Expense”) will be adjusted as mutually agreed by the Parties(***). If required under applicable law Applicable Law in order for the initiating Controlling Party to initiate or and/or maintain such suitsuit or to defend the Defensive Action, or if either Party is unable to initiate or prosecute such suit or defend the Defensive Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall will join as a party to the suit or Defensive Action and will execute and cause its Affiliates to execute all documents necessary for the initiating Controlling Party to initiate litigation to prosecute and maintain such actionaction or defend the Defensive Action. In addition, at the initiating Controlling Party’s request, the other Cooperating Party shall will provide reasonable assistance to the initiating Controlling Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance(***). The non-initiating Cooperating Party shall will have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) (“Recoveries”) in the Territory, such amounts will be (***). A Cooperating Party may choose not to share the Enforcement Expense, provided however that in such case such Cooperating Party will not be entitled to receive any of the Recoveries. For clarity, (a) KKC will offer AEVI the opportunity to fund its share of the Enforcement Expense with respect to any suit initiated by KKC in the European Union and, if AEVI elects to fund such Enforcement Expense, AEVI will be entitled to an equal share in the Recovery received in respect of a Competitive Infringementany such suit, such amounts shall be allocated, subject and (b) KKC will have the sole right to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs take action and expenses earn all Recoveries outside of the infringement action as described above, as follows:Territory and the European Union.

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement claim, action, suit or other proceeding with respect to a Third Party Infringement under Section 9.6(b9.10(b) above shall have the sole and exclusive right to select counsel for any such claim, action, suit or other proceeding and shall pay all expenses of the suitany such claim, action, suit or other proceeding, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, Party in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Partieswriting. If required under applicable law Applicable Laws in order for the initiating Party to initiate or maintain such suitclaim, action, suit or other proceeding, or if either Party is unable to initiate or prosecute such claim, action, suit or other proceeding solely in its own name or it is otherwise advisable not to do so to obtain an effective legal remedy, in each case, such Party shall provide the other Party with written notice and such other Party shall join as a party to such claim, action, suit or other proceeding and, following the suit and initiating Party’s reasonable written request, will execute and cause its Affiliates to execute all documents documents, and take all actions, reasonably necessary for the initiating Party to initiate litigation to prosecute and maintain such claim, action, suit or other proceeding. In addition, at the initiating Party’s request, the other Party shall provide other reasonable assistance to the initiating Party in connection with an infringement any such claim, action, suit or other proceeding at no charge to the initiating Party Party, except for reimbursement by the initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit under Section 9.10(b)(ii), Section 9.10(b)(iii) or Section 9.10(b)(v), as applicable, by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with any such suitsuit under Section 9.10(b)(ii), Section 9.10(b)(iii) or Section 9.10(b)(v), any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, allocated in all cases as follows (subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, as follows:all Applicable Laws): [****].

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit or action (including any interference, opposition or invalidation proceedings; the same hereinafter) under Section 9.6(b12.5.2 above (the “Initiating Party”) above shall have the sole and exclusive right to select counsel for any such suit or action and shall pay all expenses of the suitsuit or action, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense in rendering assistance requested by the initiating Initiating Party; provided . Should Initiating Party initiate an infringement suit or action under Section 12.5.2, Initiating Party agrees to discuss with the other Party ways to manage the potential risk to the other Party’s Patent Rights in connection with such suit or action, including limiting the number and scope of claims that are asserted in connection with respect such suit or action. Initiating Party shall use good faith efforts to employ any such suit, reasonable measures agreed to by the Parties may mutually agree to jointly bear manage such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Partiespotential risk. If required under applicable law Law in order for the initiating Initiating Party to initiate or maintain such suit, or if either the Initiating Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join or participate in as a party to the suit and will shall execute and cause its Affiliates to execute all documents necessary for the initiating Initiating Party to initiate litigation suit to prosecute and maintain such actionsuit. In addition, at the initiating Initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Initiating Party in connection with such an infringement suit at no charge to the initiating Initiating Party except for reimbursement by the initiating Initiating Party of reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. Neither Party shall enter into any settlement of any Competitive Infringement described in Section 12.5.2 that admits to the invalidity or unenforceability of the Karyopharm Patent Rights, Antengene Patent Rights and Joint Patent Rights, incurs any financial or other liability on the part of the other Party or requires an admission of liability, wrongdoing or fault on the part of the other Party, in each case without the other Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Parties obtain Initiating Party obtains from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringementsuit), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties allocated in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, all cases as follows:

Procedures; Expenses and Recoveries. The Party having the right to initiate any infringement suit under Section 9.6(b) above 8.2.2 shall have the sole and exclusive right to select counsel for any such suit and shall pay all expenses of the suit, including attorneys’ fees and court costs and reimbursement of the other Party’s reasonable out-of-pocket expense expenses in rendering assistance requested by the initiating Party; provided that with respect to any such suit, the Parties may mutually agree to jointly bear such costs and expenses, in which case the allocation of recoveries described below may be adjusted as mutually agreed by the Parties. If required under applicable law Applicable Law in order for the initiating Party to initiate or and/or maintain such suit, or if either Party is unable to initiate or prosecute such suit solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for the initiating Party to initiate litigation to prosecute and maintain such action. Notwithstanding the foregoing, if OnCore is the initiating Party and so requests, then NeuroVive shall join as a party to the suit and will execute and cause its Affiliates to execute all documents necessary for OnCore to initiate litigation to prosecute and maintain such action. In addition, at the initiating Party’s request, the other Party shall provide reasonable assistance to the initiating Party in connection with an infringement suit at no charge to the initiating Party except for reimbursement by the initiating Party of for reasonable out-of-pocket expenses incurred in rendering such assistance. The non-initiating Party shall have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) in respect of a Competitive Infringement), such amounts shall be allocated, subject to any adjustment to such allocation agreed by the Parties in connection with an agreement to jointly bear the costs and expenses of the infringement action as described above, allocated as follows: