Common use of Actual or Threatened Disclosure or Infringement Clause in Contracts

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel to join any such suit, action or proceeding, Rigel shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) of any funds that shall remain from said recovery shall be paid to Rigel and the balance of such funds shall be retained by Pfizer. Each Party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel shall do so at the request of Pfizer and at Pfizer's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Joint Patent Rights relating to a Licensed Antibody Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it It may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel Abgenix promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel Abgenix to join any such suit, action or proceeding, Rigel Abgenix shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel Abgenix free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right night first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) [*] of any funds that shall remain from said recovery shall be paid to Rigel and the balance of such funds shall be retained by Pfizer*CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Each Party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel shall do so at the request of Pfizer and at Pfizer's expenseCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer Endra to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer Endra shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer Endra shall notify Rigel Optosonics and Sentron promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer Endra determines that it is necessary or desirable for Rigel Optosonics or Sentron or both to join any such suit, action or proceeding, Rigel Optosonics and Sentron shall, at Pfizer's Endra’s expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer Endra to commence such action, suit or proceeding act in which case Pfizer shall hold Rigel free, clear Optosonics’ and harmless from any and all costs and expenses of litigation, including attorneys feesSentron’s name. If Pfizer Endra brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's ’s fees, related to such suit or settlement, and twenty percent fifteen (2015%) percent of any funds that shall remain from said recovery shall be paid to Rigel Optosonics and the balance of such funds shall be retained by PfizerEndra. If Endra does not, within one hundred twenty (120) days after giving notice to Optosonics of the above-described information, notify Optosonics of Endra’s intent to bring suit against any infringer, Optosonics shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Endra as party plaintiff, if appropriate, in which event Optosonics shall hold Endra free, clear and harmless from any and all costs and expenses of such litigation, including attorney’s fees, and any sums recovered in any such suit or in its settlement shall belong to Optosonics. However, fifteen (15%) percent of any such sums received by Optosonics after deduction of all costs and expenses related to such suit or settlement, including attorney’s fees paid, shall be paid to Endra. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Sectionsection. If Pfizer Endra lacks standing and Rigel Sentron or Optosonics has standing to bring any such suit, action or proceeding, then Rigel Sentron or Optosonics or both, as the case may be shall do so at the request of Pfizer Endra and at Pfizer's expense.Endra’s expense or for all costs and expenses, including attorney’s fees, related to such suit or settlement. Endra-Optosonics Sublicense

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer or Medarex to the effect that any Target Patent Rights or Product Program Patent Rights relating to a Licensed Antibody Product have been or are threatened to be unlawfully infringed, the receiving party shall notify the other promptly of the receipt of any such information. Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer infringement and shall notify Rigel promptly of the receipt of any such information and Medarex of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel Medarex to join any such suit, action or proceeding, Rigel Medarex shall, at Pfizer's ’s expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel Medarex free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's ’s fees, related to such suit or settlement, and twenty [***] percent (20%) [***] of any funds that shall remain from said recovery shall be paid to Rigel Medarex and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Medarex of the above-described information, notify Medarex of Pfizer’s intent to bring suit against any infringer, Medarex shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Medarex shall hold Pfizer free, clear and harmless from any and all costs and expenses of such litigation, including attorney’s fees, and any sums recovered in any such suit or in its settlement [***] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. shall belong to Medarex. However,[***] percent [***] of any such sums received by Medarex, after deduction of all costs and expenses related to such suit or settlement, including attorney’s fees paid, shall be paid to Pfizer. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel Medarex has standing to bring any such suit, action or proceeding, then Rigel Medarex shall do so at the request of Pfizer and at Pfizer's ’s expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product to which Pfizer has an exclusive license under Section 2.1 (b) have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel Megabios promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel Megabios to join any such suit, action or proceeding, Rigel Megabios shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding act in which case Pfizer shall hold Rigel free, clear [*] Certain information on this page has been omitted and harmless from any and all costs and expenses of litigation, including attorneys feesfiled separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Megabios' name. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) [ * ] of any funds that shall remain from said recovery shall be paid to Rigel Megabios and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Megabios of the above-described information, notify Megabios of Pfizer's intent to bring suit against any infringer, Megabios shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Megabios shall hold Pfizer free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Megabios. However [ * ] of any such sums received by Megabios, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Pfizer. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel Megabios has standing to bring any such suit, action or proceeding, then Rigel Megabios shall do so at the request of Pfizer and at Pfizer's expense.

Actual or Threatened Disclosure or Infringement. When If information comes to the attention of Pfizer Transgenomic to the effect that any Target Patent Rights or Product Patent Rights patent rights relating to a Licensed Product or Reference Laboratory Service, have been or are threatened to be unlawfully infringed, Pfizer Transgenomic shall have the right right, at its expense expense, to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer Transgenomic shall notify Rigel Power3 promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer Transgenomic determines that it is necessary or desirable for Rigel Power3 to join any such suit, action or proceeding, Rigel shall, at Pfizer's expense, Power3 shall execute all papers and perform such other acts as may be reasonably required to permit Pfizer Transgenomic to commence act in Power3’s name. In the event that Transgenomic brings a suit, it shall be entitled to all sums recovered in such action, suit or proceeding in its settlement without any further obligation to Power3. If Transgenomic does not, within 120 days after giving notice to Power3 of the above-described information, notify Power3 of Transgenomic’s intent to bring suit against any infringer, Power3 shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so. Power3 may join Transgenomic as party plaintiff, if appropriate, in which case Pfizer event Power3 shall hold Rigel Transgenomic free, clear and harmless from any and all costs and expenses of such litigation, including attorneys reasonable attorneys’ fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any and all sums recovered in any such suit or in its settlement for all costs and expenses, including attorney's fees, related shall belong to such suit or settlement, and twenty percent (20%) of Power3 without any funds that shall remain from said recovery shall be paid further obligation to Rigel and the balance of such funds shall be retained by PfizerTransgenomic. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement infringement, under the terms of this Section. If Pfizer Transgenomic lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel Power3 shall do so at the request of Pfizer Transgenomic and at Pfizer's Transgenomic’s expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer either HMRI or OSI to the effect that any Target an HMRI Patent, OSI Patent Rights or Product Joint Patent Rights or Joint Improvement relating to a Licensed Compound or Product have been or are threatened to be unlawfully disclosed or that any of the rights granted by this Agreement has been or is threatened to be unlawfully infringed, Pfizer such party shall notify the other party in writing and HMRI shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful disclosure or infringement, including the right to bring or defend any suit, action or proceeding involving any such disclosure or infringement. Pfizer HMRI shall notify Rigel OSI promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer HMRI determines that it is necessary or desirable for Rigel OSI to join any such suit, action action, or proceeding, Rigel shall, at Pfizer's expense, OSI shall execute all papers and perform such other acts as may be reasonably required to permit Pfizer HMRI to commence such action, suit or proceeding act in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys feesOSI's name. If Pfizer In the event that HMRI brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all reasonable costs and expensesexpenses of every kind and character, If HMRI does not, within one hundred twenty (120) days after giving notice to OSI of the above-described information, notify OSI of HMRI's intent to bring suit against any infringer, OSI shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may cause HMRI to be joined as a party plaintiff, if appropriate, in which event OSI shall hold HMRI free, clear, and harmless from any and all costs and expenses of such litigation, including attorney's fees, related to and any sums recovered in any such suit or settlementin its settlement shall belong to OSI. However, and twenty twenty-five percent (2025%) of any funds that shall remain from said recovery such sums received by OSI, after deduction of the costs and expenses of litigation, including attorney's fees paid, shall be paid to Rigel and the balance of such funds shall be retained by PfizerHMRI. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement infringement, under the terms of this Section. If Pfizer HMRI lacks standing and Rigel has standing to bring any such suit, action action, or proceeding, then Rigel OSI shall do so at the request of Pfizer HMRI and at PfizerHMRI's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel to join any such suit, action or proceeding, Rigel shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) of any funds that shall remain from said recovery shall be paid to Rigel and the balance of such funds shall be retained by Pfizer. Each Party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel shall do so at the request of Pfizer and at Pfizer's expense.. 6.5

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall notify Microcide and Pfizer shall have the right at its expense Pfizer's expense, to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel Microcide promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel Microcide to join any such suit, -------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 6 action or proceeding, Rigel Microcide shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding act in which case Microcide's name and Pfizer shall hold Rigel Microcide free, clear and harmless from any and all costs and expenses of such litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty twenty-five percent (2025%) of any funds that shall remain from said recovery shall be paid to Rigel Microcide and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Microcide of the above described information, notify Microcide of Pfizer's intent to bring suit against any infringer, Microcide shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Microcide shall hold Pfizer free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Microcide. However, twenty-five percent (25%) of any such sums received by Microcide, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Pfizer. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel Microcide has standing to bring any such suit, action or proceeding, then Rigel Microcide shall do so at the request of Pfizer and at Pfizer's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer the HOECHST Group to the effect that any Target Patent Rights patent or Product Patent Rights Joint Technology relating to a Licensed Product have been or are threatened to be unlawfully disclosed or that any of the exclusive rights granted by this agreement has been or is threatened to be unlawfully infringed, Pfizer the HOECHST Group shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful disclosure or infringement, including the right to bring or defend any suit, action or proceeding involving any such disclosure or infringement. Pfizer The HOECHST Group shall notify Rigel OSI promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer the HOECHST Group determines that it is necessary or desirable for Rigel OSI to join any such suit, action action, or proceeding, Rigel shall, at Pfizer's expense, OSI shall execute all papers and perform such other acts as may be reasonably required to permit Pfizer the HOECHST Group to commence such action, suit or proceeding act in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys feesOSI's name. If Pfizer In the event that the HOECHST Group brings a suit, it shall have the right first to reimburse -44- 52 itself out of any sums recovered in such suit or in its settlement for all reasonable costs and expensesexpenses of every kind and character, including reasonable attorney's fees, related to such suit or settlementinvolved in-the prosecution of any suit, and twenty twenty-five percent (2025%) of any funds that shall remain from said recovery shall be paid distributed to Rigel OSI and the balance of such funds shall be retained by Pfizerthe HOECHST Group. If the HOECHST Group does not, within one hundred twenty (120) days after giving notice to OSI of the above-described information, notify OSI of the HOECHST Group's intent to bring suit against any infringer, OSI shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may cause the HOECHST Group to be joined as a party plaintiff, if appropriate, in which event OSI shall hold the HOECHST Group free, clear, and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to OSI. However, twenty-five percent (25%) of any such sums received by OSI, after deduction of the costs and expenses of litigation, including attorney's fees paid, shall be paid to the HOECHST Group. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement infringement, under the terms of this Section. If Pfizer the HOECHST Group lacks standing and Rigel has standing to bring any such suit, action action, or proceeding, then Rigel OSI shall do so at the request of Pfizer the HOECHST Group and at Pfizerthe HOECHST Group's expense.

Actual or Threatened Disclosure or Infringement. When If information comes to the attention of Pfizer Bayer or OSI to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product Clinical Diagnostic Product, have been or are threatened to be unlawfully infringed, Pfizer Bayer shall have the right right, at its expense expense, to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer Bayer shall notify Rigel OSI promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer Bayer determines that it is necessary or desirable for Rigel OSI to join any such suit, action or proceeding, Rigel shall, at Pfizer's expense, OSI shall execute all papers and perform such other acts as may be reasonably required to permit Pfizer Bayer to commence act in OSI's name. In the event that Bayer brings a suit, it shall be entitled to all sums recovered in such action, suit or proceeding in its settlement without any further obligation to OSI. If Bayer does not, within 120 days after giving notice to OSI of the above-described information, notify OSI of Bayer's intent to bring suit against any infringer, OSI shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so. OSI may join Bayer as party plaintiff, if appropriate, in which case Pfizer event OSI shall hold Rigel Bayer free, clear and harmless from any and all costs and expenses of such litigation, including attorneys reasonable attorneys' fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any and all sums recovered in any such suit or in its settlement for all costs and expenses, including attorney's fees, related shall belong to such suit or settlement, and twenty percent (20%) of OSI without any funds that shall remain from said recovery shall be paid further obligation to Rigel and the balance of such funds shall be retained by PfizerBayer. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement infringement, under the terms of this Section. If Pfizer Bayer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel OSI shall do so at the request of Pfizer Bayer and at PfizerBayer's expense. If neither party brings suit, then the applicable royalty rate set forth in Section 6.1 hereof shall be reduced by fifty percent (50%) with regard to Net Sales made 60 days after expiration of the 120-day notice period set forth above. If information comes to the attention of Bayer or OSI to the effect that any Patent Rights relating to a Product to which rights have been retained by OSI pursuant to this Agreement or to a Clinical Research Product have been or are threatened to be infringed, OSI shall have the right, at its expense, to take such action as it may deem necessary to prosecute or prevent such infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. OSI shall notify Bayer promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If OSI determines that it is necessary or desirable for Bayer to join any such suit, action or proceeding, Bayer shall execute all papers and perform such other acts as may be reasonably required to permit OSI to act in Bayer's name. In the event that OSI brings a suit, it shall be entitled to all sums recovered in such suit or in its settlement without any further obligation to Bayer. Bayer shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by OSI for infringement, under the terms of this Section. If OSI lacks standing to bring any such suit, action or proceeding, then Bayer shall do so at the request of OSI and at OSI's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target ATRIX Patent Rights or Product Pfizer Patent Rights relating to claiming a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement; provided, however, that Pfizer shall not settle any claim or proceeding which involves or relates to the infringement of any ATRIX Patent Rights without ATRIX's prior written consent. Pfizer shall notify Rigel ATRIX promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel ATRIX to join any such suit, action or proceeding, Rigel ATRIX shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel ATRIX free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) [ ** ] of any funds that shall remain from said recovery shall be paid to Rigel ATRIX and the balance of such funds shall be retained by Pfizer. Each Party If Pfizer does not, within one hundred twenty (120) days after giving notice to ATRIX of the above-described information, notify ATRIX of Pfizer's intent to bring suit against any infringer, ATRIX shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel shall do so at the request of Pfizer and at Pfizer's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer Embrex to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer Embrex shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer Embrex shall notify Rigel Pfizer promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer Embrex determines that it is necessary or desirable for Rigel Pfizer to join any such suit, action or proceeding, Rigel Pfizer shall, at PfizerEmbrex's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer Embrex to commence and prosecute such action, suit or proceeding in which case Pfizer Embrex shall hold Rigel Pfizer free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer Embrex brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty twenty-five percent (2025%) of any funds that shall remain from said recovery shall be paid to Rigel Pfizer and the balance of such funds shall be retained by Embrex. If Embrex does not, within one hundred twenty (120) days after giving notice to Pfizer of the above- described information, notify Pfizer of Embrex's intent to bring suit against any infringer, Pfizer shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Embrex as party plaintiff, if appropriate, in which event Pfizer shall hold Embrex free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Pfizer. However, twenty-five percent (25%) of any such sums received by Pfizer, after deduction of all costs and expenses related to ____________________ * Selected portions have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed separately with the Commission and marked "CONFIDENTIAL TREATMENT". such suit or settlement, including attorney's fees paid, shall be paid to Embrex. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer Embrex lacks standing and Rigel Pfizer has standing to bring any such suit, action or proceeding, then Rigel Pfizer shall do so at the request of Pfizer Embrex and at PfizerEmbrex's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer shall notify Rigel Mitokor promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel Mitokor to join any such suit, action or proceeding, Rigel Mitokor shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to commence such action, suit or proceeding in which case Pfizer shall hold Rigel Mitokor free, clear and harmless from any and all costs and expenses of litigation, including attorneys fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees[ * CON * ], related to such suit or settlement, and twenty [ * CON * ] percent (20[ * CON * ]%) of any funds that shall remain from said recovery shall be paid to Rigel Mitokor and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Mitokor of the above-described information, notify Mitokor of Pfizer's intent to bring suit against any infringer, Mitokor shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Mitokor shall hold Pfizer free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Mitokor. However, [ * CON * ] percent ([ * CON * ]%) of any such sums received by Mitokor, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Pfizer. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel Mitokor has standing to bring any such suit, action or proceeding, then Rigel Mitokor shall do so at the request of Pfizer and at Pfizer's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall promptly notify Megan. Megan shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement; provided, however, Megan shall obtain Pfizer's prior consent to such part of any settlement which requires payment or other action by Pfizer or has a material adverse effect on Pfizer's business. Pfizer Megan shall notify Rigel Pfizer promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer Megan determines that it is necessary or desirable for Rigel Pfizer to join any such suit, action or proceeding, Rigel Pfizer shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer Megan to commence such action, suit or proceeding act in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys feesPfizer's name. If Pfizer Megan brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty percent (20%) *** Confidential Treatment Requested as to this information *** of any funds that shall remain from said recovery shall be paid to Rigel Pfizer and the balance of such funds shall be retained by Megan. If Megan does not, within one hundred twenty (120) days after giving notice to Pfizer of the above-described information, notify Pfizer of Megan's intent to bring suit against any infringer, Pfizer shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Megan as party plaintiff, if appropriate, in which event Pfizer shall hold Megan free, clear and harmless from any and all costs and expenses of such litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Pfizer. However, *** Confidential Treatment Requested as to this information *** of any such sums received by Pfizer, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Megan. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks Xxxxx xxxxx standing and Rigel Pfizer has standing to bring any such suit, action or proceeding, then Rigel Pfizer shall do so at the request of Pfizer Megan and at PfizerMegan's expense.

Actual or Threatened Disclosure or Infringement. When information comes to the attention of Pfizer to the effect that any Target Patent Rights or Product Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed, Pfizer shall have the right at its expense to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement; provided, however, Pfizer shall obtain Gensia's prior consent to such part of any settlement which requires payment or other action by Gensia or has a material adverse effect on Gensia's business. Pfizer shall notify Rigel Gensia promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer determines that it is necessary or desirable for Rigel Gensia to join any such suit, action or proceeding, Rigel Gensia shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably reasonable required to permit Pfizer to commence such action, suit or proceeding act in which case Pfizer shall hold Rigel free, clear and harmless from any and all costs and expenses of litigation, including attorneys feesGensia's name. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such suit or in its settlement for all costs and expenses, including attorney's fees, related to such suit or settlement, and twenty twenty-five percent (2025%) of any funds that shall remain from said recovery shall be paid to Rigel Gensia and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty (120) days after giving notice to Gensia of the above-described information, notify Gensia of Pfizer's intent to bring suit against any infringer, Gensia shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so, and may join Pfizer as party plaintiff, if appropriate, in which event Gensia shall hold Pfizer free, clear and harmless from any and all costs and expenses of such 12 litigation, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Gensia. However, twenty-five percent (25%) of any such sums received by Gensia, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Pfizer. Each Party party shall always have the right to be represented by counsel of its own selection and at as its own expense in any suit instituted by the other for infringement under the terms of this Section. If Pfizer lacks standing and Rigel Gensia has standing to bring any such suit, action or proceeding, then Rigel Gensia shall do so at the request of Pfizer and at Pfizer's expense.. 4.2

Actual or Threatened Disclosure or Infringement. When If information comes to the attention of Pfizer Becton or OSI to the effect that any Target Patent Rights or Product Patent Rights relating to an "A-List" Diagnostic Product or a Licensed Product "B-List" Diagnostic Product, with regard to which, in either case, Becton has an exclusive license, have been or are threatened to be unlawfully infringed, Pfizer Becton shall have the right right, at its expense expense, to take such action as it may deem necessary to prosecute or prevent such unlawful infringement, including the right to bring or defend any suit, action or proceeding involving any such infringement. Pfizer Becton shall notify Rigel OSI promptly of the receipt of any such information and of the commencement of any such suit, action or proceeding. If Pfizer Becton determines that it is necessary or desirable for Rigel OSI to join any such suit, action or proceeding, Rigel shall, at Pfizer's expense, OSI shall execute all papers and perform such other acts as may be reasonably required to permit Pfizer Becton to commence act in OSI's name. In the event that Becton brings a suit, it shall be entitled to all sums recovered in such action, suit or proceeding in its settlement without any further obligation to OSI. If Becton does not, within 120 days after giving notice to OSI of the above-described information, notify OSI of Becton's intent to bring suit against any infringer, OSI shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so. OSI may join Becton as party plaintiff, if appropriate, in which case Pfizer event OSI shall hold Rigel Becton free, clear and harmless from any and all costs and expenses of such litigation, including attorneys reasonable attorneys' fees. If Pfizer brings a suit, it shall have the right first to reimburse itself out of any and all sums recovered in any such suit or in its settlement for all costs and expenses, including attorney's fees, related shall belong to such suit or settlement, and twenty percent (20%) of OSI without any funds that shall remain from said recovery shall be paid further obligation to Rigel and the balance of such funds shall be retained by PfizerBecton. Each Party party shall always have the right to be represented by counsel of its own selection and at its own expense in any suit instituted by the other for infringement infringement, under the terms of this Section. If Pfizer lacks standing and Rigel has standing to bring any such suit, action or proceeding, then Rigel shall do so at the request of Pfizer and at Pfizer's expense.