Common use of Rights and Procedures Clause in Contracts

Rights and Procedures. If either Party determines that any HPA Patent is being infringed by a Third Party’s activities and that such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it shall notify the other Party in writing and provide it with any evidence of such infringement that is reasonably available. Emergent shall have the first right, but not the obligation, to attempt to remove such infringement by commercially appropriate steps, including filing an infringement suit or taking other similar action, at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent fails within one hundred and twenty (120) days following notice of such infringement, or earlier notifies HPA in writing of its intent not to take commercially appropriate steps to remove any infringement of any such HPA Patent, HPA may do so at its own expense; provided, however, that if HPA fails to bring such suit or otherwise terminate such infringement within one hundred and twenty (120) days of its first having the right to do so, Emergent shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the action.

Rights and Procedures. If In the event that either Party determines reasonably believes that any HPA Patent is being infringed by a Third Party’s activities and that Party may be infringing any of the GPC Biotech Patents, the Licensee Patents, the Joint Patents or the Product Trademarks, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide the alleged infringement complained of and furnishing the information upon which such determination is based. With respect to the GPC Biotech Patents, the Joint Patents and the Product Trademarks, GPC Biotech shall, subject to the Spectrum Agreement, have the first right, but not the obligation, through counsel of its choosing, to take any measures it deems appropriate to stop such infringing activities by such Third Party in any part of the Territory or, to the extent not in conflict with any evidence the terms of this Agreement, to grant the infringing Third Party adequate rights and licenses necessary for continuing such infringement that is reasonably availableactivities. Emergent With respect to the Licensee Patents, Licensee shall have the first right, but not the obligation, through counsel of its choosing, to attempt take any measures it deems appropriate to remove stop such infringement infringing activities by commercially appropriate stepssuch Third Party in any part of the Territory or, to the extent not in conflict with the terms of this Agreement, to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities. Upon reasonable request by the enforcing Party, the other Party shall give the enforcing Party all reasonable information and assistance, including filing an infringement suit or taking allowing the enforcing Party access to the other similar Party’s files and documents and to the other Party’s personnel who may have possession of relevant information and, if necessary for the enforcing Party to prosecute any legal action, joining in the legal action as a party at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent the enforcing Party fails within one hundred and twenty ninety (12090) days following notice of such infringement, as provided in the first sentence of this Section 8.3.1, or earlier notifies HPA the other Party in writing of its intent not to take commercially appropriate steps to remove stop any infringement of any such HPA (a) GPC Biotech Patent, HPA may Joint Patent or Product Trademark in the Licensee Territory, in the case of GPC Biotech, or (b) Licensee Patent in the Territory, in the case of Licensee, that is likely or could reasonably be expected to have a material adverse effect on the sale of the Licensed Product in the Territory and the enforcing Party has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities, then, unless the enforcing Party provides the other Party with a commercially reasonable basis in writing for not taking such steps, the other Party shall have the right, but not the obligation, to do so at its own the other Party’s sole cost and expense; provided, however, that if HPA fails to bring such suit or otherwise terminate the enforcing Party has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred and twenty such ninety (12090) day period, the enforcing Party shall have an additional ninety (90) days of to conclude its first having negotiations before the right to do so, Emergent shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date other Party may bring suit for such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminatedinfringement. The Party not enforcing the applicable HPA Patent shall provide Upon reasonable assistance to request by the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain shall give the actionother Party all reasonable information and assistance in connection with such suit for infringement.

Rights and Procedures. If In the event that either Party determines reasonably believes that any HPA Patent is being infringed by a Third Party’s activities and that Party may be infringing any of the GPC Biotech Patents, the Yakult Patents, the Joint Patents or the Product Trademarks, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide the alleged infringement complained of and furnishing the information upon which such determination is based. With respect to GPC Biotech Patents, Joint Patents and the Product Trademarks in Japan (but not in the GPC Biotech Territory, with respect to which alleged infringement GPC Biotech shall have the sole right, but not the obligation, to take any measures it deems appropriate), and with any evidence respect to the Yakult Patents in the Territory, the Parties shall discuss in good faith the appropriate means to stop such infringing activities by such Third Party, including the allocation of responsibilities between the Parties with respect thereto. To the extent the Parties are unable to agree on such infringement that is reasonably available. Emergent an allocation of responsibilities within ten (10) days after notice was provided as described in the first sentence of this Section 7.3.1, as between the Parties, (x) with respect to GPC Biotech Patents, Joint Patents and the Product Trademarks, GPC Biotech shall have the first right, but not the obligation, and (y) with respect to attempt Yakult Patents, Yakult shall have the first right, but not the obligation, in each case ((x) and (y)), through counsel of its choosing, to remove take any measures it deems appropriate to stop such infringement infringing activities by commercially appropriate stepssuch Third Party in any part of the Territory or to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities (GPC Biotech and Yakult each, an “initial pursuing Party”). Upon reasonable request by the initial pursuing Party, the other Party shall give the initial pursuing Party all reasonable information and assistance, including filing an infringement suit producing documents from such other Party’s files or taking producing files for inspection as requested by the initial pursuing Party and allowing access to such other similar Party’s files and documents and to such other Party’s personnel who may have possession of relevant information and, if necessary for the initial pursuing Party to prosecute any legal action, joining in the legal action as a party at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent fails within one hundred and twenty (120) days following notice of such infringement, or earlier notifies HPA in writing of its intent not to take commercially appropriate steps to remove any infringement of any such HPA Patent, HPA may do so at its own expense; provided, however, that if HPA fails to bring such suit or otherwise terminate such infringement within one hundred and twenty (120) days of its first having the right to do so, Emergent shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the action.

Rights and Procedures. If In the event that either Party determines reasonably believes that any HPA Patent is being infringed by a Third Party’s activities and that Party or Sublicensee may be infringing any of the Licensed Patents or Joint Patents, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such infringement that determination is reasonably availablebased. Emergent AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to attempt take any measures it deems appropriate to remove stop such infringement infringing activities by commercially appropriate stepssuch Third Party or Sublicensee in any part of the Territory or to grant to the infringing Third Party or Sublicensee adequate rights and licences necessary for continuing such activities in the Territory. However, AstraZeneca shall not grant any rights or license under this Section 15.1 which would diminish or otherwise alter the exclusive license to Neoprobe granted in Section 3. Upon reasonable request by AstraZeneca, Neoprobe shall give AstraZeneca all reasonable information and assistance, including filing an infringement suit or taking other similar allowing AstraZeneca access to Neoprobe’s files and documents and to Neoprobe’s personnel who may have possession of relevant information and, if necessary for AstraZeneca to prosecute any legal action, joining in the legal action as a party at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent AstraZeneca fails within one hundred and twenty ninety (12090) days following notice of such infringement, or earlier notifies HPA Neoprobe in writing of its intent not not, to take commercially appropriate steps to remove any infringement of any Licensed Patent or Joint Patent that is likely to have a material adverse effect on the sale of the Licensed Product, and AstraZeneca has not granted the infringing Third Party or Sublicensee rights and licences to continue its otherwise infringing activities, then unless AstraZeneca has a commercially reasonable basis in writing for not taking such HPA Patentsteps, HPA may and provides Neoprobe with written notice thereof within the ninety (90) day period, Neoprobe shall have the right, but not the obligation, to do so at its own Neoprobe’s sole cost and expense; provided, however, that if HPA fails to bring such suit or otherwise terminate AstraZeneca has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred and twenty such ninety (12090) day period, AstraZeneca shall have an additional ninety (90) days of to conclude its first having the right to do sonegotiations before Neoprobe may bring suit for such infringement. Upon reasonable request by Neoprobe, Emergent AstraZeneca shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date give Neoprobe all reasonable information and assistance in connection with such suit is commencedfor infringement and AstraZeneca agrees to become a party to any such suit as required as a party being the owner of an asserted Licensed Patent, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, but at Neoprobe’s sole cost and (b) expense. Confidential Treatment – Asterisked material has been omitted and filed separately with the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance Securities and Exchange Commission pursuant to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the actiona request for confidential treatment.

Rights and Procedures. If In the event that either Party determines supposes that any HPA Patent is being infringed by a Third Party’s activities and that Party or Sublicensee may be infringing any of the Licensed Patents, Joint Patents or AstraZeneca Patents, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such infringement that determination is reasonably availablebased. Emergent AstraZeneca shall have the first rightbe entitled, in its sole discretion but not the obligationafter notifying Avanir (if time permits), through counsel of its choosing, to attempt take any measures it deems appropriate to remove stop such infringement infringing activities by commercially appropriate stepssuch Third Party or Sublicensee in any part of the Territory or to grant to the infringing Third Party or Sublicensee adequate rights and licences necessary for continuing such activities in the Territory. Upon reasonable request by AstraZeneca, Avanir shall give AstraZeneca all reasonable information and assistance, including filing an infringement suit or taking other similar allowing AstraZeneca access to Avanir's files and documents and to Avanir's personnel who may have ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED possession of relevant information and, if necessary for AstraZeneca to prosecute any legal action, joining in the legal action as a party at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent AstraZeneca fails within one hundred and twenty (120) days *** following notice of such infringement, or earlier notifies HPA Avanir in writing of its intent not not, to take commercially appropriate steps to remove any infringement of any such HPA Licensed Patent, HPA may Joint Patent or AstraZeneca Patent that is likely to have a material adverse effect on the sale of the Licensed Product, and AstraZeneca has not granted the infringing Third Party or Sublicensee rights and licences to continue its otherwise infringing activities, Avanir shall have the right to do so at its own Avanir's expense; provided, however, that if HPA fails to bring such suit or otherwise terminate AstraZeneca has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred such *** period, AstraZeneca shall have an additional *** to conclude its negotiations before Avanir may bring suit for such infringement. Upon reasonable request by Avanir and twenty (120) days of its first having the right to do soat Avanir's cost and expense, Emergent AstraZeneca shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date give Avanir all reasonable information and assistance in connection with such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the actionfor infringement.

Rights and Procedures. If In the event that either Party determines has cause to believe that any HPA Patent is being infringed by a Third Party’s activities and that such infringement could affect Party may be infringing any of the exercise by Emergent of its rights and obligations under this AgreementLicensed Patents or Joint Patents, it shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such infringement that determination is reasonably availablebased. Emergent Subject in the case of [***], AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to attempt take measures to remove stop such infringing activities by such Third Party in any part of the Territory or to grant to the infringing Third Party adequate rights and licenses necessary for continuing such activities in the Territory; provided, however, that AstraZeneca shall keep MAP reasonably informed of its actions with respect to such infringement by commercially appropriate stepsand shall permit MAP to provide input with respect thereto (which input AstraZeneca shall consider in good faith); and provided, further, that AstraZeneca shall obtain the written consent of MAP prior to entering into any complete and final settlement or other voluntary disposition of such action or otherwise compromising such action, in either case in its entirety, such consent not to be unreasonably withheld, conditioned or delayed (it being understood that AstraZeneca shall have the right to control the conduct of any such proceeding and any settlement negotiations with respect thereto, subject only to MAP’s right to consent to a complete and final settlement or other voluntary disposition thereof in its entirety, including filing an infringement suit or taking other similar any license under the Licensed Patents in connection therewith). Upon reasonable request by AstraZeneca, MAP shall give CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AstraZeneca all reasonable information and assistance, including allowing AstraZeneca access to MAP’s files and documents and to MAP’s personnel who may have possession of relevant information and, if necessary for AstraZeneca to prosecute any legal action, at its own expense. If required by law joining in order for Emergent to prosecute such suit, HPA shall join such suit the legal action as a Party, at Emergent’s expenseparty and AstraZeneca shall reimburse MAP for reasonable costs and expenses incurred by MAP with respect to such joinder. HPA MAP shall use its best commercially reasonable efforts to obtain any consents required by Third Parties owning Licensed HPA Patents licensed to MAP in order for AstraZeneca to authorize Emergent remove such infringement with respect to take legal action such Licensed Patents, provided that if such consent is not granted, AstraZeneca shall not have the right to remove such infringement. In the event Emergent If AstraZeneca fails within one hundred and twenty (120) [***] days following notice of such infringementinfringement (or [***] days in the case of an action under the ANDA Act as described in Section 14.1.1), or earlier notifies HPA MAP in writing of its intent not to commence a suit or take commercially appropriate steps to remove any infringement of any Licensed Patent or Joint Patent that is likely to have a material adverse effect on the sale of a Licensed Product, and AstraZeneca has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities or commenced a suit to stop such HPA Patentinfringing activities, HPA may do so then if such infringement occurs within [***], MAP shall have the right to remove such infringement at its own MAP’s expense, and if such infringement occurs in [***], MAP shall have the right to remove such infringement at MAP’s expense with AstraZeneca’s prior written consent, such consent not to unreasonably withheld, conditioned or delayed; provided, however, that if HPA fails to bring such suit AstraZeneca or otherwise terminate its Affiliate has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred and twenty such [***] day period (120) days if applicable), MAP may not bring suit for such infringement so long as AstraZeneca or its Affiliate remain in active, bona fide negotiations with respect thereto. MAP shall keep AstraZeneca reasonably informed of its first having actions with respect to such infringement and shall permit AstraZeneca to provide input with respect thereto (which input MAP shall consider in good faith); and provided, further, that MAP shall obtain the written consent of AstraZeneca prior to entering into any complete and final settlement or other voluntary disposition of such action, or otherwise compromising such action in its entirety, such consent not to be unreasonably withheld, conditioned or delayed (it being understood that MAP shall have the right to do socontrol the conduct of any such proceeding and any settlement negotiations with respect thereto, Emergent subject only to AstraZeneca’s right to consent to a complete and final settlement or other voluntary disposition thereof in its entirety). Upon reasonable request by MAP and at MAP’s cost and expense, AstraZeneca shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date give MAP all reasonable information and assistance in connection with such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the actionby MAP for infringement.

Rights and Procedures. If In the event that either Party determines reasonably believes that any HPA Patent is being infringed by a Third Party’s activities and that Party may be infringing any of the Licensor Patents, the Licensee Patents, the Joint Patents or the Product Trademarks, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such determination is based. With respect to such suspected infringement of the Licensor Patents, the Licensee Patents, the Joint Patents or the Product Trademarks that is likely or could reasonably available. Emergent be expected to have a material adverse effect on the sale of the Licensed Products in the Licensee Territory, Licensee shall have the first right, but not the obligation, through counsel of its choosing, to attempt take any measures it deems appropriate to remove stop such infringing activities by such Third Party in any part of the Licensee Territory. In respect of such infringement by commercially appropriate stepsand to the extent not in conflict with the terms of this Agreement, including filing an infringement suit or taking other similar action, at its own expense. If required by law Licensee shall have the right to grant the infringing Third Party adequate rights and licenses necessary for continuing such activities in order for Emergent any part of the Licensee Territory to prosecute the extent Licensee has the right to grant such suit, HPA rights under Section 2.3; such Third Party shall join such suit as then be deemed a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringementSublicensee hereunder. In the event Emergent Licensee fails within one hundred and twenty ninety (12090) days following notice of such infringement, as provided in the first sentence of this Section 8.3.1, or earlier notifies HPA Licensor in writing of its intent not to take commercially appropriate take, or thereafter ceases to take, Commercially Reasonable steps to remove stop any such infringement of any such HPA Licensor Patent, HPA Licensee Patent, Joint Patent or Product Trademark in the Licensee Territory and Licensee has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities as permitted above, then Licensor shall have the right, but not the obligation, to do so. Upon reasonable request by the enforcing Party, the other Party shall give the enforcing Party all reasonable information and assistance, including allowing the enforcing Party access to the other Party’s files and documents and to the other Party’s personnel who may do so have possession of relevant information and, if necessary for the enforcing Party to prosecute any legal action, joining in the legal action as a party at its own expense; provided, however, that if HPA fails to bring such suit or otherwise terminate such infringement within one hundred and twenty (120) days of its first having . Licensor retains the sole right to do so, Emergent shall be permanently relieved enforce the Licensor Patents in respect of its royalty obligations under any infringement not covered by this Agreement until the earlier of (a) the date such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the actionSection 8.3.1.

Rights and Procedures. If In the event that either Party determines has cause to believe that any HPA Patent is being infringed by a Third Party’s activities and that such infringement could affect Party may be infringing any of the exercise by Emergent of its rights and obligations under this AgreementLicensed Patents, Licensee Patents or Joint Patents in the Field in the Territory, it shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with the alleged infringement complained of and furnishing the information upon which such determination is based. Subject to any evidence rights of such infringement that is reasonably available. Emergent Tulane under the Tulane License, Licensee shall have the first right, but not the obligation, through counsel of its choosing, to attempt take measures to remove stop such infringement of the Licensed Patents or Joint Patents by commercially appropriate stepssuch Third Party in the Field in the Territory or to grant to the infringing Third Party adequate rights and licenses necessary for continuing the otherwise infringing activities in the Field in the Territory. Licensee shall control such action and, upon reasonable request by Licensee, Licensor shall give Licensee all reasonable information and assistance, including filing an infringement suit or taking other similar allowing Licensee access to Licensor's files and documents and to Licensor's personnel who may have possession of relevant information and, if necessary for Licensee to prosecute any legal action, at its own expense. If required by law joining in order for Emergent to prosecute such suit, HPA shall join such suit the legal action as a Partyparty, at Emergent’s expenseand the Parties shall share Licensor's reasonable costs and expenses incurred with respect to such joinder in accordance with Section 9.3.4. HPA Licensor shall use its best efforts Commercially Reasonable Efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action Tulane under the Tulane License to remove such infringement. In the event Emergent If Licensee fails within one hundred and twenty ninety (12090) days following notice of such infringement, or earlier notifies HPA Licensor in writing of its intent not to take commercially appropriate steps to remove any infringement of any such HPA Licensed Patent or Joint Patent, HPA may do so and Licensee has not granted the infringing Third Party rights and licenses to continue its otherwise infringing activities, then Licensor shall have the right to remove such infringement at its own Licensor's expense; providedPROVIDED, howeverHOWEVER, that if HPA fails to bring such suit or otherwise terminate Licensee has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred and twenty such ninety (12090) day period, Licensee shall have an additional ninety (90) days of to conclude its first having the right to do sonegotiations before Licensor may bring suit for such infringement. Upon reasonable request by Licensor and at Licensor's cost and expense, Emergent Licensee shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date give Licensor all reasonable information and assistance in connection with such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the actionfor infringement.

Rights and Procedures. If In the event that either Party determines reasonably believes that any HPA Patent is being infringed by a Third Party’s activities and that Party or Sublicensee may be infringing any of the Licensed Patents or Joint Patents, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it with any evidence the alleged infringement complained of and furnishing the information upon which such infringement that determination is reasonably availablebased. Emergent AstraZeneca shall have the first right, but not the obligation, through counsel of its choosing, to attempt take any measures it deems appropriate to remove stop such infringement infringing activities by commercially appropriate stepssuch Third Party or Sublicensee in any part of the Territory or to grant to the infringing Third Party or Sublicensee adequate rights and licences necessary for continuing such activities in the Territory. However, AstraZeneca shall not grant any rights or license under this Section 15.1 which would diminish or otherwise alter the exclusive license to Neoprobe granted in Section 3. Upon reasonable request by AstraZeneca, Neoprobe shall give AstraZeneca all reasonable information and assistance, including filing an infringement suit or taking other similar allowing AstraZeneca access to Neoprobe’s files and documents and to Neoprobe’s personnel who may have possession of relevant information and, if necessary for AstraZeneca to prosecute any legal action, joining in the legal action as a party at its own expense. If required by law in order for Emergent to prosecute such suit, HPA shall join such suit as a Party, at Emergent’s expense. HPA shall use its best efforts to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement. In the event Emergent AstraZeneca fails within one hundred and twenty ninety (12090) days following notice of such infringement, or earlier notifies HPA Neoprobe in writing of its intent not not, to take commercially appropriate steps to remove any infringement of any Licensed Patent or Joint Patent that is likely to have a material adverse effect on the sale of the Licensed Product, and AstraZeneca has not granted the infringing Third Party or Sublicensee rights and licences to continue its otherwise infringing activities, then unless AstraZeneca has a commercially reasonable basis in writing for not taking such HPA Patentsteps, HPA may and provides Neoprobe with written notice thereof within the ninety (90) day period, Neoprobe shall have the right, but not the obligation, to do so at its own Neoprobe’s sole cost and expense; provided, however, that if HPA fails to bring such suit or otherwise terminate AstraZeneca has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred and twenty such ninety (12090) day period, AstraZeneca shall have an additional ninety (90) days of to conclude its first having the right to do sonegotiations before Neoprobe may bring suit for such infringement. Upon reasonable request by Neoprobe, Emergent AstraZeneca shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date give Neoprobe all reasonable information and assistance in connection with such suit is commencedfor infringement and AstraZeneca agrees to become a party to any such suit as required as a party being the owner of an asserted Licensed Patent, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, but at Neoprobe’s sole cost and (b) expense. 9 December 2011 AZ./.Neoprobe Confidential Treatment – Asterisked material has been omitted and filed separately with the date that such infringement is otherwise terminated. The Party not enforcing the applicable HPA Patent shall provide reasonable assistance Securities and Exchange Commission pursuant to the other Party, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and joining the action to the extent necessary to allow the enforcing Party to maintain the actiona request for confidential treatment.

Rights and Procedures. If In the event that either Party determines reasonably believes that any HPA Patent is being infringed by a Third Party’s activities and that Party may be infringing any of the Asahi Intellectual Property Rights, the CoTherix Intellectual Property Rights or the CoTherix [***] Patent, such infringement could affect the exercise by Emergent of its rights and obligations under this Agreement, it Party shall promptly notify the other Party in writing writing, identifying the alleged infringer and provide it the alleged infringement complained of and furnishing the information upon which such determination is based. With respect to alleged infringement of the Asahi Intellectual Property Rights, the CoTherix Intellectual Property * Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission. Rights or the CoTherix [***] Patent by any evidence of such infringement that is reasonably available. Emergent Third Party inside the Territory, CoTherix shall have the first right, but not the obligation, through counsel of its choosing, to attempt take any measures it deems appropriate to remove stop such infringing activities by such Third Party. With respect to alleged infringement of the Asahi Intellectual Property Rights, the CoTherix Intellectual Property Rights or the CoTherix [***] Patent by commercially any Third Party outside the Territory, Asahi shall have the first right, but not the obligation, through counsel of its choosing, to take any measures it deems appropriate stepsto stop such infringing activities by such Third Party. Upon reasonable request by the enforcing Party, the other Party shall give the enforcing Party all reasonable information and assistance, including filing an infringement suit or taking allowing the enforcing Party access to the other similar actionParty’s files and documents and to the other Party’s personnel who may have possession of relevant information and, at its own expense. If required by law in order if necessary for Emergent the enforcing Party to prosecute any legal action (including, without limitation, any legal action in which the other Party defends against any patent invalidity claim of such suitThird Party in response to the infringement action brought by the enforcing Party), HPA shall join such suit joining in the legal action as a Party, at Emergent’s expense. HPA shall use its best efforts party [***] ; provided that the other Party retains a right to obtain any consents required by Third Parties owning Licensed HPA Patents in order to authorize Emergent to take legal action to remove such infringement[***]. In the event Emergent the Party holding such first right to enforce fails within one hundred and twenty (120) days [***] following notice of such infringement, or earlier notifies HPA the other Party in writing of its intent not not, to take commercially appropriate steps to remove any infringement in the Territory, in the case of any CoTherix, or outside the Territory, in case of Asahi, that is likely to have a material adverse effect on the sale of a Product in the relevant market, then, unless such HPA PatentParty provides the other Party with a commercially reasonable basis in writing for not taking such steps, HPA may the other Party shall have the right, but not the obligation, to do so at its own expense[***]; provided, however, that if HPA fails to bring such suit or otherwise terminate the first Party has commenced negotiations with an alleged infringer for discontinuance of such infringement within one hundred and twenty (120) days of such [***] period, such Party shall have an additional [***]to conclude its first having negotiations before the right to do so, Emergent shall be permanently relieved of its royalty obligations under this Agreement until the earlier of (a) the date other Party may bring suit for such suit is commenced, provided that Emergent shall be relieved of such obligations during any period that HPA is not diligently prosecuting such suit, and (b) the date that such infringement is otherwise terminatedinfringement. The Party not enforcing the applicable HPA Patent shall provide Upon reasonable assistance to request by the other Party, including providing access to relevant documents the first Party shall give the other Party all reasonable information and other evidence, making its employees available at reasonable business hours, and joining assistance in connection with such suit for infringement. Notwithstanding any of the action foregoing to the extent necessary contrary, this Section 6.3(a) shall not restrict either Party from enforcing its own Patents (nor grant the other Party the right to allow enforce such Patents) anywhere in the enforcing Party world with respect to maintain the actioninfringement that is unrelated to Products or any compounds or products that are competitive therewith.