Common use of Actual or Threatened Infringement Clause in Contracts

Actual or Threatened Infringement. Subject to Myco's obligations to licensors, if any, of Myco Patent Rights or Joint Patent Rights, when information comes to the attention of Pfizer to the effect that any Myco or Joint 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. Pfizer shall notify Myco 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 Myco to join any such suit, action or proceeding, Myco shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act in Myco'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 [***************] of any funds that shall remain from said recovery shall be paid to Myco 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 Myco of the above-described information, notify Myco of Pfizer's intent to bring suit against any infringer, Myco 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 Myco 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 Myco. However, [************************************ ***] of any such sum received by Myco, 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 shall always have the right to be represented by counsel of its own

Actual or Threatened Infringement. Subject to Myco's obligations to licensors, if any, of Myco Patent Rights or Joint Patent Rights, when information comes to the attention of Pfizer to the effect that any Myco or Joint 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. Pfizer shall notify Myco 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 Myco to join any such suit, action or proceeding, Myco shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act in Myco'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 [***************[ ] of any funds that shall remain from said recovery shall be paid to Myco 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 Myco of the above-described information, notify Myco of Pfizer's intent to bring suit against any infringer, Myco 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 Myco 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 Myco. However, [************************************ ***[ ] of any such sum received by Myco, 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 shall always have the right to be represented by counsel of its own

Actual or Threatened Infringement. Subject (a) In the event either Party or any of such Party’s Affiliates becomes aware of any possible infringement or unauthorized possession, knowledge or use of any Technology that is the subject matter of this Agreement, including any Joint Technology, in connection with the discovery, research, development, manufacture, use, sale import or commercialization of (i) a Paratek Compound in the Field, or (ii) a Lead Candidate or Product within or outside of the Field (collectively, an “Infringement”), that Party shall promptly notify the other Party and provide it with full details (an “Infringement Notice”). (b) WCCI shall have the first right and option, but not the obligation, to Myco's obligations prosecute or prevent an Infringement as WCCI will consider appropriate. If WCCI does not commence an action to licensorsprosecute, if anyor otherwise take steps to prevent or terminate the Infringement within one hundred eighty (180) days from any Infringement Notice, of Myco Patent Rights or Joint Patent Rightsthen, when information comes except with respect to the attention of Pfizer to the effect that any Myco or Joint Patent Rights relating to a Licensed Product have been or are threatened to be unlawfully infringed Pfizer WCCI Technology, Paratek shall have the right at its expense and option to take such action as it may deem necessary Paratek will consider appropriate to prosecute or prevent such unlawful infringement. Pfizer shall notify Myco promptly of Infringement unless (i) the receipt of any such information and of the commencement of any such suitInfringement is a Tufts IP Infringement, action or proceeding. If Pfizer determines that it is necessary or desirable for Myco to join any such suit, action or proceeding, Myco shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act in Myco's name. If Pfizer brings a suit, it which case Tufts shall have the right first and option to reimburse itself out take such action as Tufts will consider appropriate to prosecute or prevent such Infringement or ii) the provisions of Section 9.2.1(c) below shall not permit Paratek to prosecute or prevent such Infringement. Any and all recoveries from any sums recovered in action for infringement shall be shared as follows: (1) if such suit or in its settlement Infringement is a Tufts IP Infringement and WCCI is prosecuting such action for all costs and expensesInfringement, including attorney's fees, related to such suit or settlement, and Tufts shall be paid [***] percent ([*********]%) of any and all such recoveries, net of costs incurred by WCCI for prosecuting the action, and WCCI shall retain the remaining balance and such remaining balance (net of costs incurred by WCCI for prosecuting the action) shall be treated as Net Sales, subject to the payment of royalties to Paratek in accordance with this Agreement; (2) if such Infringement is a Tufts IP Infringement and Paratek is prosecuting such action for Infringement, Tufts shall be paid [***] of any funds that shall remain from said recovery shall be paid to Myco and the balance of such funds shall be retained by Pfizer. If Pfizer does not, within one hundred twenty percent (120) days after giving notice to Myco of the above-described information, notify Myco of Pfizer's intent to bring suit against any infringer, Myco 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 Myco 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 Myco. However, [************************************ ***] ]%) of any and all such sum received by Mycorecoveries, after deduction net of all costs and expenses related to such suit or settlement, including attorney's fees paid, shall be paid to Pfizer. Each party shall always have the right to be represented by counsel of its ownincurred by

Actual or Threatened Infringement. Subject to Myco's obligations to licensors, if any, of Myco Patent Rights or Joint Patent Rights, when When information comes to the attention of Pfizer to the effect that any Myco Icagen Patent Rights, Pfizer Patent Rights or Joint Patent Rights relating to a Licensed Candidate Compound or Product have has been or are is threatened to be unlawfully infringed infringed, Pfizer shall have the first 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 Myco Icagen 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 Myco Icagen to join any such suit, action or proceeding, Myco Icagen shall, at Pfizer's expense, execute all papers and perform such other acts as may be reasonably required to permit Pfizer to act commence such action, suit or proceeding in Myco's namewhich case Pfizer shall indemnify and hold Icagen free, clear and harmless from any and all damages and 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 any remainder shall be paid [**] percent ([***********]%) to Icagen and [**] of any funds that shall remain from said recovery shall be paid percent ([**]%) to Myco 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 Myco Icagen of the above-described informationinformation (or within [**] days after any paragraph IV certification under 21 C.F.R. Part 314 by a third party to the effect that any Icagen Patent Right, Pfizer Patent Right or Joint Patent Right is invalid, unenforceable or otherwise not infringed by a generic version of a Product), notify Myco Icagen of Pfizer's intent to bring suit against any infringer, Myco Icagen shall have the right to bring suit for such alleged infringement, but it shall not be obligated to do so. If Icagen determines that it is necessary or desirable for Pfizer to join any such suit, action or proceeding, Pfizer shall, at Icagen's expense, execute all papers and perform such other acts as may join Pfizer as party plaintiffbe reasonably required to permit Icagen to commence such action, if appropriate, suit or proceeding in which event Myco case Icagen shall indemnify and hold Pfizer free, clear and harmless from any and all damages and costs and expenses of litigation, including attorneys fees. If Icagen brings a suit, it shall have the right first to reimburse itself out of any sums recovered in such litigationsuit or in its settlement for all costs and expenses, including attorney's fees, and any sums recovered in any such suit or in its settlement shall belong to Myco. However, [************************************ ***] of any such sum received by Myco, after deduction of all costs and expenses related to such suit or settlement, including attorney's fees paid, and any remainder shall be paid [**] percent ([**]%) to PfizerPfizer and [**] percent ([**]%) to Icagen. Each party shall always have the right to be represented by counsel of its ownown selection and at its own expense in (but not to control) any suit instituted by the other for infringement under the terms of this Section 9.1. If a party having the right to bring a suit, action or proceeding under this Section 9.1 lacks standing and the other party has standing to bring such suit, action or proceeding, then such other party shall do so at the request and expense of the party having such right and subject to the foregoing indemnity and hold harmless provisions of this Section 9.1.