Common use of Third Party Patent Rights Clause in Contracts

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers or more claims that Cover may cover the Compound or Productmanufacture, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern)any Licensed Product, such Party shall so notify the other Party and the Parties shall promptly confer in good faith to determine whether to bring such action or the manner in which to settle such action. Provention Cubist shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in outside the Territory. If Provention Cubist does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a8.6(a) (or earlier, if required by the nature of the proceeding), MacroGenics Chiron shall have the right, but not the obligation, to bringbring at Chiron’s expense and in its sole control, such action. Chiron shall have the first right, but not the obligation, to bring at MacroGenics’ its own expenseexpense and in its sole control such action in the Territory. If Chiron does not bring such action within ninety (90) days of notification thereof pursuant to this Section 8.6(a) (or earlier, if required by the nature of the proceeding), Cubist shall have the right, but not the obligation, to bring at Cubist’s expense and in its sole control, such action. The Party not bringing an action under this Section 7.7(a8.6(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully reasonably with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s Parties’ reasonable expenses incurred in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e).Party bringing such action. * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Licensee shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Licensee does not bring such an action in the Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a9.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Takeda shall have the right, but not the obligation, to bring, at MacroGenics’ own Takeda’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.7(a) shall be entitled to separate representation in such proceeding by legal counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one that covers, in the Licensed Territory, the Peptide, [*] or more claims that Cover the Compound or Product, or the manufacture, use, sale, offer for sale or importation of the Compound Peptide, [*] or the Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s 's claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Affymax shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Affymax Territory or the Licensed Territory. If Provention Affymax does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Collaborator shall have the right, but not the obligation, to bring, at MacroGenics’ own expenseCollaborator's sole expense and in Collaborator's sole control, such actionaction only within the Licensed Territory. The Party not bringing an action under this Section 7.7(a9.9(a) shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, and the other Party's expense. Additionally, if appropriate, the Party not bringing an action under this Section 9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action action, if any, shall be first allocated to reimburse the initiating Party’s Parties' expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party bringing such action. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination re-examination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound cover, or allegedly cover, a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.7, in which case the provisions of Section 7.6 9.7 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive first right, but not the obligation, to bring, at its own expense and in its sole control, bring such action in the Takeda Territory and the ROW Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) Ovid shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense[*], and shall cooperate fully with the Party Takeda bringing such action. Any awards or amounts received Ovid shall have the first right, but not the obligation, to bring such action in the Ovid Territory. Takeda shall be entitled to separate representation in such proceeding by counsel of its own choice [*], and shall cooperate fully with Ovid bringing such action. The expenses of the Party bringing any such action shall be first allocated shall, to reimburse the initiating Party’s expenses in such actionextent [*], and any remaining amounts otherwise shall be allocated between [*]. Each Party shall have the Parties as provided in Section 7.5(e)right to bring such action and transfer the right to do so to the other Party upon reasonable notice.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or covers a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Licensee shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Licensee does not bring such an action in the Territory, within ninety (90) days of notification CONFIDENTIAL * CONFIDENTIAL TREATMENT REQUESTED. thereof pursuant to this Section 7.7(a10.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Takeda shall have the right, but not the obligation, to bring, at MacroGenics’ own Takeda’s sole expense, such action. The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by legal counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive initial right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention Takeda does not bring such an action in the Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a9.7(a) (or earlier, if required by the nature of the proceeding), then MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a9.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e9.5(d). *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more claims that Cover the Compound or covers a Product, or the use, sale, offer for sale or importation of a Product in the Compound or Product Field in the Territory (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.7, in which case the provisions of Section 7.6 8.7 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Harrow shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Harrow does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a8.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Sintetica shall have the right, but not the obligation, to bring, at MacroGenics’ own Sintetica’s sole expense, such action. The Party not bringing an action under this Section 7.7(a8.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating each Party’s expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party who brings such action.

Third Party Patent Rights. If either Party desires to bring bring, anywhere in the world, an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern)Product, such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention CTI shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Licensed Territory. If Provention CTI does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Chroma shall have the right, but not the obligation, to bring, at MacroGenics’ own Chroma’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)retained by such Party.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers the manufacture, use for a Licensed Indication or more claims that Cover the Compound or sale of any Licensed Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Gilead shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Gilead Territory. Gilead shall have the first right, but not the obligation, to bring at its own expense and in its sole control such action in the GSK Territory. If Provention Gilead does not bring such an action in within the GSK Territory, within ninety (90) days [ * ] of notification thereof pursuant to this Section 7.7(a10.10(a) (or earlier, if required by the nature of the proceeding), MacroGenics then GSK shall have the right, but not the obligation, to bring, at MacroGenics’ own GSK's sole expense, such action. The Party not bringing an action under this Section 7.7(a10.10(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)[ * ].

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-non- infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more claims that Cover the Compound or covers a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.7, in which case the provisions of Section 7.6 8.7 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Harrow shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Territory. If Provention Harrow does not bring such an action in the Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a8.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Wakamoto shall have the right, but not the obligation, to bring, at MacroGenics’ own Wakamoto’s sole expense, such action. The Party not bringing an action under this Section 7.7(a8.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating each Party’s expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party who brings such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the a Compound or Single Agent Product, or the use, sale, offer for sale or importation of the Compound or Product thereof (except insofar as such action is a Confidential 99 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement an Infringement Claim under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention For each Product in the Company Field as to which a Party owns the Marketing Approval, such Party shall have the exclusive first right, but not the obligation, to bring, at its own expense and [***] in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics shall have the right, but not the obligation, to bring, at MacroGenics’ own expense, such action[***]. The Party not bringing an action under this Section 7.7(a9.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)[***].

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Licensed Product, or the use, sale, offer for sale or importation of the Compound or a Licensed Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Xxxxxxx shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territoryaction. If Provention Xxxxxxx does not bring such an action in the Territory, within ninety (90) days [...***...] of notification thereof pursuant to this Section 7.7(a) 9.7.1 (or earlier, if required by the nature of the proceeding), MacroGenics then argenx shall have the right, but not the obligation, to bringbring such action, at MacroGenics’ argenx’s own expense, such action. The Party not bringing an action under this Section 7.7(a) 9.7.1 shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)9.5.4.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Company shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention Company does not bring such an action in the Territory, Territory within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a10.7(a) (or earlier, if required by the nature of the proceeding), then MacroGenics shall have the right, but not the obligation, to bringbring such action, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e10.5(d). *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

Third Party Patent Rights. (i) If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more claims that Cover covers the Compound or ProductVaccine in the Takeda Territory, or the use, sale, Development, Commercialization, Manufacture, offer for sale or importation of the Compound or Product Vaccine in the Takeda Territory (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive first right, but not the obligation, to bring, bring at its own expense [***] and in its sole control, control such action in the Takeda Territory. If Provention Takeda does not bring such an action in the Takeda Territory, within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a10.7(a)(i) (or earlier, if required by the nature of the proceeding), MacroGenics then Novavax shall have the right, but not the obligation, to bring, at MacroGenics’ own expense[***], such action. The Party not bringing an action under All expenses incurred by Takeda or its Affiliate in connection with said oppositions and other proceedings pursuant to this Section 7.7(a10.7(a)(i) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)[***].

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound or a Product, or the use, sale, offer for sale or importation of the Compound or a Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s 's claim or assertion of infringement under Section 7.610.6, in which case the provisions of Section 7.6 10.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Company shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention Company does not bring such an action in the Territory, Territory within ninety (90) days [***] of notification thereof pursuant to this Section 7.7(a10.7(a) (or earlier, if required by the nature of the proceeding), then MacroGenics shall have the right, but not the obligation, to bringbring such action, at MacroGenics’ ' own expense, such action. The Party not bringing an action under this Section 7.7(a10.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s 's expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e10.5(d).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, inter partes review, post-grant review, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover the Compound covers or might cover any Product or Modified Product, or the use, sale, offer for sale or importation of the Compound any Product or Modified Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.68.8, in which case the provisions of Section 7.6 shall 8.8 will govern), such Party shall will so notify the other Party and the Parties shall will promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have Neither Party will commence any such proceeding without the exclusive right, but not prior written consent of the obligation, to bring, at its own expense and in its sole control, such action in other Party. In the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof event that a Party commences any proceeding pursuant to this Section 7.7(a) (8.9(a), the commencing Party will provide the other Party a reasonable opportunity to review and comment on the commencing Party’s activities with respect to such proceeding, including by promptly providing the other Party with a copy of all communications from or earlierrelating to any patent authority with respect to such proceeding, if required and by providing drafts of all filings or responses to be made to such patent authorities and instructions relating thereto reasonably [*] to submitting such filings, responses or instructions to give the other Party an opportunity to review and comment. The commencing Party will reasonably consider all reasonable comments from the other Party in good faith regarding such communications and drafts and will comply with any timely reasonable requests by the nature of other Party to the commencing Party with respect to such proceeding). [*] = Certain confidential information contained in this document, MacroGenics shall have marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the right, but not the obligation, to bring, at MacroGenics’ own expense, such action. The Party not bringing an action under this Section 7.7(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)company if publicly disclosed.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the Licensed Territory. If Provention Takeda does not bring such an action in the Licensed Territory, within ninety (90) [*] days of notification thereof pursuant to this Section 7.7(a9.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Cell Genesys shall have the right, but not the obligation, to bring, at MacroGenicsCell Genesys’ own sole expense, such action. The Party not bringing an action under this Section 7.7(a9.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e)retained by such Party.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover covers the Compound or Product, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Takeda shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control any such action in the Licensed Territory. If Provention Takeda does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.8(a) (or earlier, if required by the nature of the proceeding), MacroGenics then AMAG shall have the right, but not the obligation, to bring, at MacroGenics’ own AMAG’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.8(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse retained by the Party initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e).

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one that covers, in the Licensed Territory, the Peptide, [ * ] or more claims that Cover the Compound or Product, or the manufacture, use, sale, offer for sale or importation of the Compound Peptide, [ * ] or the Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention Affymax shall have the exclusive first right, but not the obligation, to bring, bring at its own [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. expense and in its sole control, control such action in the Affymax Territory or the Licensed Territory. If Provention Affymax does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then Collaborator shall have the right, but not the obligation, to bring, at MacroGenics’ own expenseCollaborator’s sole expense and in Collaborator’s sole control, such actionaction only within the Licensed Territory. The Party not bringing an action under this Section 7.7(a9.9(a) shall join the action as a joint party plaintiff if required to enable the other Party to bring such action, and the other Party’s expense. Additionally, if appropriate, the Party not bringing an action under this Section 9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action action, if any, shall be first allocated to reimburse the initiating Party’s Parties’ expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party bringing such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled by a Third Party and having one or more claims that Cover may cover the Compound or Product, or the manufacture, use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.6, in which case the provisions of Section 7.6 9.6 shall govern), such Party shall so notify the other Party Party, and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention AMAG shall have the exclusive right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in the AMAG Territory or the Licensed Territory. If Provention AMAG does not bring such an action in the Licensed Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a9.9(a) (or earlier, if required by the nature of the proceeding), MacroGenics then 3SBio shall have the right, but not the obligation, to bring, at MacroGenics’ own 3SBio’s sole expense, such action. The Party not bringing an action under this Section 7.7(a9.9(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s Parties’ expenses in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e)Party bringing such action.

Third Party Patent Rights. If either Party desires to bring an opposition, action for declaratory judgment, nullity action, interference, declaration for non-infringement, reexamination or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one that covers or more claims that Cover may cover the Compound or Productmanufacture, or the use, sale, offer for sale or importation of the Compound or Product (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.6, in which case the provisions of Section 7.6 shall govern)any Licensed Product, such Party shall so notify the other Party and the Parties shall promptly confer in good faith to determine whether to bring such action or the manner in which to settle such action. Provention Cubist shall have the exclusive first right, but not the obligation, to bring, bring at its own expense and in its sole control, control such action in outside the Territory. If Provention Cubist does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a8.6(a) (or earlier, if required by the nature of the proceeding), MacroGenics Chiron shall have the right, but not the obligation, to bringbring at Chiron's expense and in its sole control, such action. Chiron shall have the first right, but not the obligation, to bring at MacroGenics’ its own expenseexpense and in its sole control such action in the Territory. If Chiron does not bring such action within ninety (90) days of notification thereof pursuant to this Section 8.6(a) (or earlier, if required by the nature of the proceeding), Cubist shall have the right, but not the obligation, to bring at Cubist's expense and in its sole control, such action. The Party not bringing an action under this Section 7.7(a8.6(a) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully reasonably with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated to reimburse the initiating Party’s Parties' reasonable expenses incurred in such action, and any remaining amounts shall be allocated between retained by the Parties as provided in Section 7.5(e).Party bringing such action. * CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE COMMISSION

Third Party Patent Rights. If Except with respect to any Patents within the [**] or [**] (in which case the provisions of Section 10.2(j) shall govern), if either Party desires to bring an opposition, reexamination request, action for declaratory judgment, nullity action, interference, declaration for non-infringementinter partes review, reexamination post grant review, or other patent office administrative proceedings or other attack upon the validity, title or enforceability of a Patent Right owned or controlled Controlled by a Third Party and having one or more that claims that Cover the Licensed Compound or Producta Licensed Product (either specifically or generically), or the use, manufacture, sale, offer for sale or importation of the Licensed Compound or a Licensed Product (either specifically or generically) (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, a Third Party’s claim or assertion of infringement under Section 7.69.5, in which case the provisions of Section 7.6 9.5 shall govern), such Party shall so notify the other Party and the Parties shall promptly confer to determine whether to bring such action or the manner in which to settle such action. Provention shall have the exclusive right, but not the obligation, to bring, at its own expense and in its sole control, such action in the Territory. If Provention does not bring such an action in the Territory, within ninety (90) days of notification thereof pursuant to this Section 7.7(a) (or earlier, if required by the nature of the proceeding), MacroGenics Each Party shall have the right, but not the obligation, to bringbring at its own expense such action in the Territory, at MacroGenics’ own expense, provided that the Parties shall use reasonable efforts as practicable to coordinate and cooperate in bringing such actionaction(s). The Party not bringing an action under this Section 7.7(a9.6(b) shall be entitled to separate representation in such proceeding by counsel of its own choice and at its own expense, and shall cooperate fully with the Party bringing such action. Any awards or amounts received in bringing any such action shall be first allocated [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED to reimburse the initiating Party’s expenses in such action, and any remaining amounts shall be allocated between the Parties as provided in Section 7.5(e9.3(f).