Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that any such recovery over the costs of the enforcement of the Patent Rights shall be deemed Net Sales of the infringed Collaboration Product, subject to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTED

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), As soon as it shall have knowledge thereof, each Party shall promptly notify advise the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of the Patents in the Territory by a Collaboration Third Party. With respect to any Patent that is licensed to SGI exclusively under this Agreement, SGI shall have the first right, but not the duty, to institute infringement actions against Third Parties. With respect to any Patent that is licensed to SGI partially exclusively or misappropriation non-exclusively under this Agreement, BMS shall have the first right, but not the duty, to institute infringement actions against Third Parties; provided, however, that SGI shall have the right, at its sole discretion, to participate therein at its own expense. For so long as SGI shall continue to participate materially in any such action, BMS shall consult with SGI and take into account each Party's relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If the Party having the first right to institute an infringement proceeding against an offending Third Party does not do so within 90 days after receipt of an invention within the Collaboration Technology, it shall promptly notify notice from the other Party, such other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligationduty, to instituteinstitute such an action. The costs and expenses of any such action (including reasonable fees of attorneys and other professionals) shall be borne by the Party instituting the action, prosecute or, if the Parties elect to cooperate in instituting and control any action or proceeding with respect maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, allow the other Party shall have the right to bring institute and control an action against prosecute such infringer infringement actions. Any award paid by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of Third Parties as a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent result of such other Party. If one an infringement action (whether by way of settlement or otherwise) shall be paid to the Party brings any who instituted and maintained such action or proceedingaction, or, if both parties instituted and maintained such action, such award shall be allocated among the other Party agrees Parties in proportion to be joined as a Party plaintiff if necessary their respective contributions to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed and expenses incurred in this section and retain for its own account any amounts received from Third Parties; provided, however, that any such recovery over the costs of the enforcement of the Patent Rights shall be deemed Net Sales of the infringed Collaboration Product, subject to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTEDaction.

Patent Enforcement. In the event either Party becomes aware of any interference, opposition, or request for reexamination, or similar proceedings, involving a ***CONFIDENTIAL TREATMENT REQUESTED patent application or patent filed in accordance with Section 7.2(b5.2(a) within Collaboration Technology (a "Collaboration Patent"or 5.2(b), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patentpatent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent patent filed in accordance with Section 5.2(a) or 5.2(b) or misappropriation of an invention within the Collaboration TechnologyCollaboration, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the patents within SGX TerritoryBackground Technology. UG Roche shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territorypatents within Roche Background Technology or compounds within Early Lead Series'. If a Party given the right to enforce a Collaboration Patent patent pursuant to this Section fails to bring an action or proceeding proceeding, or take other actions (e.g., commence settlement discussions) against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territoryinfringement, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent patent under this Section shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patentpatent under this Section, each Party shall bear the costs of its enforcement of the Patent such rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that any such recovery over the costs of the enforcement of the Patent Rights shall be deemed Net Sales of the infringed Collaboration Product, subject to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTED.

Patent Enforcement. In As between DURECT and PTI, DURECT shall have the event either first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party becomes aware based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any interferenceproducts incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX PTI shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligationduty, to instituteinstitute such an action, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such recovery over matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the enforcement patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and *** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the Patent Rights recovery shall be deemed (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the infringed Collaboration Product, subject Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTEDDURECT.

Patent Enforcement. In As between DURECT and PTI, DURECT shall have the event either first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party becomes aware based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any interferenceproducts incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX PTI shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligationduty, to instituteinstitute such an action, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such recovery over matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the enforcement patent counsel in rendering such opinion. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the Patent Rights recovery shall be deemed (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the infringed Collaboration Product, subject Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTEDDURECT.

Patent Enforcement. In As between DURECT and PTI, DURECT shall have the event either first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party becomes aware based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any interferenceproducts incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX PTI shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligationduty, to instituteinstitute such an action, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such recovery over matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the enforcement patent counsel in rendering such opinion. The costs and expenses of the Patent Rights any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be deemed Net Sales borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of the infringed Collaboration Product, subject to a royalty such an infringement action (whether by way of [...settlement ***...]%Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. 22 ***CONFIDENTIAL TREATMENT REQUESTEDor otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.

Patent Enforcement. In the event either Party If a party becomes aware of any interferenceThird Party’s manufacture, oppositionuse, sale, offer for sale or import of a product that is competitive with a Companion Diagnostic and such party believes or suspects that such Third Party’s activities infringe, or request for reexaminationmay infringe, or similar proceedingsany Group 2 Patent, involving a patent application or patent including the filing by any Third Party of any certification filed in accordance with Section 7.2(b) within Collaboration Technology under the United States Drug Price Competition and Patent Term Restoration Act of 1984 (a "Collaboration Patent"collectively, “Competitive Infringement”), it such party shall promptly notify the other Party heretoparty in writing thereof, and including the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligation, to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice identity of such infringement Third Party (the “Infringer”), which notice shall set forth in reasonable detail the Party's Territoryfacts and circumstances of such activities that are known to such party. To the maximum extent permitted by the Penn Agreement, the other Party Celladon, at its sole expense, shall have the right to bring determine the appropriate course of action to enforce Group 2 Patents against the Infringer or otherwise xxxxx the Competitive Infringement, to take (or refrain from taking) appropriate action to enforce Group 2 Patents against the Infringer, to defend any declaratory judgments by an Infringer seeking to invalidate or hold the Group 2 Patents unenforceable, to control any litigation or other enforcement action and control an to enter into, or permit, the settlement of any such litigation, declaratory judgments or other enforcement action with respect to Group 2 Patents, in each case in Celladon’s own name and, if necessary for standing purposes, in the name of AmpliPhi and shall consider, in good faith, the interests of AmpliPhi in so doing. If Celladon does not, within one hundred twenty (120) days of receipt of notice from AmpliPhi, xxxxx the Competitive Infringement or file suit to enforce the Group 2 Patents against such infringer by counsel of its own choicethe Infringer, and the non-enforcing Party AmpliPhi shall have the right to be represented in take whatever action it deems appropriate to enforce the Group 2 Patents. The party controlling any such enforcement action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle the action or otherwise consent to an adverse judgment in any such action which would have a material adverse effect on that diminishes the rights or interests of the other Party non-controlling party without the prior express written consent of such the other Partyparty. If one Party brings All monies recovered upon the final judgment or settlement of any such action or proceedingsuit to enforce the Group 2 Patents shall first be applied to reimburse each party, and, if applicable, Penn, for their respective litigation expenditures, with remaining recoveries being subject to Celladon’s payment obligations under Section 3.2 to the other Party agrees to be joined as a Party plaintiff if necessary to prosecute extent required by the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration PatentPenn Agreement, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account after which any amounts received from Third Parties; provided, however, that any such remaining recovery over the costs of the enforcement of the Patent Rights shall be deemed Net Sales of shared by the infringed Collaboration Product, subject parties in relation to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTEDthe damages suffered by each party.

Patent Enforcement. In As between DURECT and PTI, DURECT shall have the event either first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party becomes aware based on DURECT’s Patent Rights or DURECT Technology relating to the manufacture, use or sale of any interferenceproducts incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory within [* * *] months after receipt of written notice from PTI, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX PTI shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligationduty, to instituteinstitute such an action, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that notwithstanding the foregoing, if DURECT notifies PTI during such [* * *] month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology by the manufacture, use, sale or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier in the Field in the Territory, then the Parties shall refer such recovery over matter to a mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [* * *]days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not so infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then PTI may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs of the enforcement patent counsel in rendering such opinion. The costs and expenses of the Patent Rights any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be deemed Net Sales borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of the infringed Collaboration Product, subject to a royalty such an infringement action (whether by way of [...settlement ***...]%Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. 22 ***CONFIDENTIAL TREATMENT REQUESTEDor otherwise), shall be used first to reimburse the Party(ies) initiating and maintaining such action for the costs and expenses (including attorneys’ and professional fees) incurred in connection with such action, and the remainder of the recovery shall be (to the extent the same represents damages from manufacture, use, sales or importation of products incorporating any Opioid Drug intended for the oral route comprising a Controlled Release Carrier within the Field) treated as Net Sales (i.e., paid to or retained by PTI, as applicable, less the applicable royalty as calculated in accordance with Section 9.5 to be retained by or paid to DURECT, as applicable) and any remainder (i.e., that remaining portion, if any, that does not represent damages from manufacture, use, sales or importation of products incorporating any Opioid Drug within the Field intended for the oral route comprising a Controlled Release Carrier) shall be paid to DURECT.

Patent Enforcement. In As between DURECT and BioPartners, DURECT shall have the event either first right, but not the duty, to institute infringement actions against Third Parties based on any DURECT Patent Rights or DURECT Technology in the Territory. If DURECT does not institute an infringement proceeding against an offending Third Party becomes aware based on DURECT’s Patent Rights or DURECT Technology in the Field in the Territory within [* * *] months after receipt of any interferencewritten notice from BioPartners, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX BioPartners shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, but not the obligationduty, to instituteinstitute such an action, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety (90) days after having notice of such infringement in the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests of the other Party in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests of the other Party without the prior express written consent of such other Party. If one Party brings any such action or proceeding, the other Party agrees to be joined as a Party plaintiff if necessary to prosecute the action and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed in this section and retain for its own account any amounts received from Third Parties; provided, however, that any notwithstanding the foregoing, if DURECT notifies BioPartners during such recovery over the costs of the enforcement of the four-month period that it disputes in good faith whether such Third Party is infringing DURECT Patent Rights or DURECT Technology in the Field in the Territory, then the Parties shall be deemed Net Sales of the infringed Collaboration Product, subject refer such matter to a royalty of mutually acceptable independent patent counsel. The patent counsel will be asked to render his or her opinion on the matter within [...* * *] days after referral. In the event the patent counsel renders an opinion, based on all facts available to him or her, that the ***...Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. Third Party is infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then BioPartners may, at its election, initiate an action against such Third Party. If the patent counsel renders an opinion, based on all facts available to him or her, that the Third Party is not infringing the DURECT Technology and DURECT Patents in the Field in the Territory, then BioPartners may not initiate an action against such Third Party. The Party against whom the opinion is rendered shall bear all costs associated with the use of the patent counsel. The costs and expenses of any infringement action (including fees of attorneys and other professionals) brought against a Third Party under this Section 12.3 shall be borne by the Party instituting the action, or, if the Parties elect to cooperate in instituting and maintaining such action, such costs and expenses shall be borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise), shall be paid to [* * *]%. 22 ***CONFIDENTIAL TREATMENT REQUESTED.

Patent Enforcement. In (a) Calgene and Monsanto shall each give prompt notice to the event either Party becomes aware other of any interference, opposition, or request for reexamination, or similar proceedings, involving a patent application or patent filed in accordance with Section 7.2(b) within Collaboration Technology (a "Collaboration Patent"), it shall promptly notify the other Party hereto, and the Parties shall agree on the steps which shall be taken to protect the pertinent Collaboration Patent. In the event either Party becomes aware of any possible infringement of a Collaboration the Patent or misappropriation of an invention within the Collaboration Technology, it shall promptly notify the other Rights which may come to its attention; b) The Party hereto, providing a written description of the potentially infringing or misappropriation activities. SGX holding such Patent Rights shall have the right, but not the obligation to institute, prosecute and control any action or proceeding with respect to infringement of Collaboration Patents in the SGX Territory. UG shall have the right, exclusive right (but not the obligation) to institute and conduct legal action against Third Party infringers of a Patent Right, and to institute, prosecute and control enter into such settlement agreements as it may deem appropriate. The Party holding such Patent Rights shall receive the full benefits of any action or proceeding with respect to infringement of Collaboration Patents in the UG Territory. If a Party given the right to enforce a Collaboration Patent it takes pursuant to this Section fails to bring an action or proceeding against a suspected infringer within a period of ninety Paragraph 7.02; (90c) days after having notice of such infringement in If the Party's Territory, the other Party shall have the right to bring and control an action against such infringer by counsel of its own choice, and the non-enforcing Party shall have the right to be represented in any such action by counsel of its own choice at its own expense. The Party controlling an action involving any infringement of a Collaboration Patent shall consider in good faith the interests infringing activities of the other Third Party result in so doing, and shall not settle or consent to an adverse judgment in any such action which would have a material adverse effect on the rights or interests business of a Party relating to Licensed Products and at the other end of 180 days from the receipt of notice by such Party without the prior express written consent of such other Party. If one Party brings any such action or proceedinginfringement, the other Third Party agrees to be joined as a Party plaintiff if necessary to prosecute is both unlicensed under the action Patent Rights and to give the first Party reasonable assistance and authority to file and prosecute the suit. In each case relating to is engaging in activities which are an infringement of a Collaboration Patent, each Party shall bear the costs of its enforcement of the Patent rights discussed Rights, and the Party which owns and/or controls the involved Patent Rights has not brought a suit, action or other proceeding for infringement against such Third Party, then: (i) when such affected Party is Monsanto, it shall be excused from paying the earned royalty otherwise due hereunder with respect to revenues derived from sales of Licensed Products in this section the geographic area where the competitive infringing activity occurs; and retain for its own account any amounts received from Third Parties; provided(ii) when such affected Party is Calgene, however, that any such recovery over Calgene shall be entitled to make a reduction (which is reasonable under the costs circumstances) in the earned royalty otherwise due on the Net Profits of the enforcement Oils Division to reflect the impact on sales of its products in the geographic area where the competitive infringing activity occurs. Such excuse or reduction, as the case may be, from payment shall arise only as to sales of the affected Licensed Products in the geographic area in which the infringing products are sold and shall continue only for so long as the infringing products continue to be infringing and to so compete with the Licensed Products; (d) Neither Party shall have the right (by operation of law or otherwise) to enforce any Patent Rights shall be deemed Net Sales of Right (owned and/or controlled by the infringed Collaboration Product, subject to a royalty of [...***...]%. 22 ***CONFIDENTIAL TREATMENT REQUESTEDother Party) licensed hereunder against any alleged infringer.