Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. (a) CpG and/or Sublicensee(s) shall have the first right, but not the obligation, to institute patent infringement actions against third parties based on any Patent Right licensed under this Agreement. If CpG and/or any Sublicensee does not institute an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, within one hundred eighty (180) days after receipt of notice from LOEB, (i) with respect to inventions owned solely by LOEB, LOEB shall have the right, but not the obligation, to institute an infringement proceeding, and (ii) with respect to Joint Invention, shall have such rights as are mutually agreed by the other owners of such Joint Invention as appropriate. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) of the Party bringing suit, or to reimburse the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award shall be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth above.

Patent Enforcement. In the event that Access or AMAG becomes aware of a suspected infringement in the Territory of any Access Patent Right exclusively licensed to AMAG under this Agreement, or any such Access Patent Right is challenged in any action or proceeding (a) CpG and/or Sublicensee(s) including any interferences, reissue proceedings or reexaminations), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. [***] shall have the first right, but shall not the obligationbe obligated, to institute patent infringement actions against third parties based on any Patent Right licensed under this Agreement. If CpG and/or any Sublicensee does not institute bring an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, within one hundred eighty (180) days after receipt of notice from LOEB, (i) action with respect to inventions owned solely by LOEBsuch infringement at its own expense, LOEB in its own name, provided, that [***] keeps [***] reasonably informed of its progress and provides [***] with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. [***] shall have the rightmake reasonable efforts to assist [***], but not the obligationat [***] request and expense, to institute an infringement proceedingin any action or proceeding being prosecuted if so requested, and (ii) with respect shall lend its name to Joint Inventionsuch actions or proceedings if reasonably requested by [***] or required by Applicable Law. If [***] recovers any damages or other sums in any such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall have such rights as are mutually agreed first be applied to all out-of-pocket costs and expenses incurred by the other owners of Parties in connection therewith, including, without limitation, attorney’s fees. If such Joint Invention as appropriate. The recovery is insufficient to cover all such costs and expenses of both Parties, it shall be shared in proportion to the total of such costs and expenses incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be retained by [***], provided that [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. [***] shall receive out of any such action remaining recovery received by[***] an amount equivalent to [***]. [***] shall notify [***] of its decision to exercise its right to enforce or defend the [***] as soon as possible, but not later than [***] following its discovery or receipt of notice of the alleged infringement. If (including fees of attorneys and other professionalsi) shall be borne by [***] notifies [***] that it will not [***] in accordance with this Section 4.4(b); (ii) [***] has exhausted all legal appeals with respect to causing the Party and/or parties instituting alleged infringement to cease or causing the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate Person alleging the infringement to allow the other Party forebear or (or, for certain Joint Inventions, other co-ownersiii) [***] fails to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such bring an infringement action (whether by way within [***] following its discovery or receipt of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) notice of the Party bringing suitalleged infringement; or (iv) [***] is not reasonably diligent in pursuing an infringement action or diligently defending the validity or enforceability of [***] at issue and, after notice from [***], fails to exercise reasonable diligence in connection with such activities, then [***] shall have the right to pursue the alleged infringer or take control of any action initiated by, or to reimburse the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award shall be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c)being defended by, [***] at [***] own expense. Notwithstanding the foregoing, if [***] has not initiated an infringement or misappropriation action as described under (iii) above, or ceased to pursue such action, on the advice of outside patent counsel, then [***] agrees not to initiate such an action without [***] prior consent not to be unreasonably withheld or delayed (with the determination of reasonableness taking into account the costs of such litigation, its likelihood for suits involving Joint Inventions with cosuccess, the potential damages or settlement recovery). In any such case, [***] will, wherever possible under Applicable Law, substitute [***] as party plaintiff for purposes of pursuing any alleged infringer, or as defendant for defending any [***]. If [***] recovers any damages or other sums in any such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall first be applied to all out-owners who are not of-pocket costs and expenses incurred by the Parties in connection therewith, including, without limitation, attorneys fees. If such recovery is insufficient to cover all such costs and expenses of both Parties, awards it shall be shared as mutually agreedin proportion to the total of such costs and expenses incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, provided that CpG’s share such funds shall be retained by [***]. No settlement, consent judgment or other voluntary final disposition of any such recovery suit regarding [***] in the Territory may be entered into by AMAG or Access without the consent of the other Party, which consent shall not be treated as set forth aboveunreasonably withheld or delayed.

Patent Enforcement. In the event that PLASMATECH or ACCESS becomes aware of a suspected infringement in the Territory of any PLASMATECH Patent Right exclusively licensed to ACCESS under this Agreement, or any such PLASMATECH Patent Right is Challenged in any action or proceeding (a) CpG and/or Sublicensee(s) including any interferences, reissue proceedings or reexaminations), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. ACCESS shall have the first right, but shall not the obligationbe obligated, to institute patent bring an infringement action with respect to such infringement at its own expense, in its own name, provided, that ACCESS keeps PLASMATECH reasonably informed of its progress and provides PLASMATECH with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. PLASMATECH shall make reasonable efforts to assist ACCESS, at ACCESS’ request and expense, in any action or proceeding being prosecuted if so requested, and shall lend its name to such actions against third parties based on any Patent Right licensed under this Agreementor proceedings if reasonably requested by ACCESS or required by Applicable Law. If CpG and/or ACCESS recovers any Sublicensee does damages or other sums in any such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall first be applied to reimburse the Parties for all out-of-pocket costs and expenses incurred by the Parties in connection therewith, including, without limitation, attorney’s fees. If such recovery is insufficient to cover all such costs and expenses of both Parties, it shall be shared to reimburse each Party in equal proportion to the total of such costs and expenses incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be retained by ACCESS, provided that ACCESS shall pay PLASMATECH [***] of any such remaining recovery received by ACCESS and ACCESS may retain [***] of any such remaining recovery. ACCESS shall notify PLASMATECH of its decision to exercise its right to enforce or defend the PLASMATECH Patent Rights as soon as possible, but not institute later than ninety (90) days following its discovery or receipt of notice of the alleged infringement. If (i) ACCESS notifies PLASMATECH that it will not enforce any PLASMATECH Patent Rights in accordance with this Section 4.2(b); (ii) ACCESS has exhausted all legal appeals with respect to causing the alleged infringement to cease or causing the Person alleging the infringement to forebear or (iii) [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ACCESS fails to bring an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, action within one hundred eighty twenty (180120) days after following its discovery or receipt of notice of the alleged infringement; or (iv) ACCESS is not reasonably diligent in pursuing an infringement action or diligently defending the validity or enforceability of PLASMATECH Patent Rights at issue and, after notice from LOEBPLASMATECH, (i) fails to exercise reasonable diligence in connection with respect to inventions owned solely by LOEBsuch activities, LOEB then PLASMATECH shall have the right, right (but not the obligation) to pursue the alleged infringer or take control of any action initiated by, or being defended by, ACCESS at PLASMATECH’s own expense. In such event, upon PLASMATECH’s request, ACCESS will, wherever possible under Applicable Law, substitute PLASMATECH as party plaintiff for purposes of pursuing any alleged infringer, or as defendant for defending any PLASMATECH Patent Rights. If PLASMATECH recovers any damages or other sums in any such action, suit or proceeding or in settlement thereof, such damages or other sums recovered shall first be applied to institute an infringement proceeding, all out-of-pocket costs and (ii) with respect to Joint Invention, shall have such rights as are mutually agreed expenses incurred by the other owners of Parties in connection therewith, including, without limitation, attorney’s fees. If such Joint Invention as appropriate. The recovery is insufficient to cover all such costs and expenses of any such action (including fees of attorneys and other professionals) both Parties, it shall be borne by shared to reimburse each Party in equal proportion to the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result total of such an infringement action (whether by way of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) incurred by each Party. If after such reimbursement any funds shall remain from such damages or other sums recovered, such funds shall be retained by PLASMATECH. Except upon the occurrence of the Party bringing suitevents described in subsections (i)-(iv) above, no settlement, consent judgment or to reimburse other voluntary final disposition of any suit regarding PLASMATECH Patent Rights in the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with Territory may be entered into by ACCESS or PLASMATECH without the Secretary consent of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award other Party, which consent shall not be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth aboveunreasonably withheld or delayed.

Patent Enforcement. If Bayer believes that a third party is reasonably likely infringing Pharmanetics's patent rights in the Territory, Bayer shall promptly notify Pharmanetics of that fact and shall provide to Pharmanetics reasonable evidence of any such claim based upon materials available to Bayer. Upon receipt of evidence satisfactory to Pharmanetics of infringement, in Pharmanetics's sole discretion Pharmanetics shall then have the sole right to take action against such infringing third party. If Pharmanetics fails to take commercially reasonable action within two (a) CpG and/or Sublicensee(s) 2)months to stop such infringement, and such infringement, if allowed to continue, would have a substantial effect on Bayer's sales of the Product, Bayer shall then be entitled to take commercially reasonable action to stop such infringement, including the filing of suit; provided, that Bayer shall not have such right so long as Pharmanetics is then diligently taking action against at least one infringing third party in at least one country in the Territory. If Bayer chooses to take such commercially reasonable action, Pharmanetics shall cooperate with Bayer to enable Bayer to take such action and Bayer shall have sole control over any lawsuit or settlement. For purposes of this Section 10.2(d), "commercially reasonable action" requires at a minimum advising the infringing party to cease and desist its infringement. For purposes of this Section 10.2(d), "substantial effect on Bayer's sales of the Product" means a third party offering for sale the Product or an equivalent of the Product. For purposes of this Section 10.2(d), "diligently taking action" means that Pharmanetics has filed at least one patent infringement lawsuit against at least one infringer in at least one country. Any recovery of damages or settlement amounts from any court actions or out of court actions shall be divided as follows: one hundred percent to cover costs of the parties until expenses are reimbursed in full and thereafter seventy five percent to Pharmanetics and twenty-five percent to Bayer. Pharmanetics shall have the first right, but not the obligation, right to institute patent infringement actions against third parties based on settle any Patent Right licensed under this Agreementsuch action. If CpG and/or any Sublicensee does not institute an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, within one hundred eighty (180) days after receipt of notice from LOEB, (i) with respect to inventions owned solely by LOEB, LOEB Bayer shall have the right, but not right to renegotiate its minimum performance obligations under Section 7.3 to the obligation, to institute an infringement proceeding, and (ii) with respect to Joint Invention, shall have extent they may be affected by such rights as are mutually agreed by the other owners of such Joint Invention as appropriate. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) party sales of the Party bringing suit, or to reimburse Product(s) in the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award shall be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth aboveTerritory.

Patent Enforcement. (a) CpG In the event that LR becomes aware of any product that is made, used, or sold or any action that it believes infringes or misappropriates the Licensed Information and/or Sublicensee(s) Additional Inventions, LR will promptly advise MediWound of all the relevant facts and circumstances known to them in connection with such infringement or misappropriation. With respect to the Licensed Information and Additional Inventions, MediWound shall have the first right, but not the obligation, to institute patent bring an action against any third party suspected of infringement actions against third parties based on or misappropriation of same, and to control the defense of any Patent Right licensed under this Agreementdeclaratory judgment action alleging invalidity or non-infringement (or other action) relating thereto. If CpG and/or any Sublicensee does not institute an infringement proceeding MediWound elects to bring such action against an offending the third party, LR will fully cooperate with MediWound with respect to the investigation and prosecution of such alleged infringement or enter into good faith negotiations regarding misappropriation, including the joining of LR and their Affiliates as parties to such action, as may be required by the law of the particular forum where enforcement is being sought. In the event that any such assistance shall impose financial obligations on LR, then LR shall inform MediWound and MediWound shall reimburse LR actual out of pocket expenses which have been approved by MediWound in advance and in writing; provided that in the event that MediWound does not approve such expenses, neither LR will be obligated to provide such assistance. All legal fees and other costs and expenses associated with any such action shall be borne exclusively by MediWound, and any recovery obtained as a sublicense under result of such Patent Right action shall first be applied to cover MediWound’s costs and expenses associated with the action, and then the remainder shall be retained by MediWound, subject to LR rights to receive Royalty Payments in the event that the funds received are awarded in lieu of lost Net Sales of the Licensed Product(s). MediWound shall not compromise or settle the litigation without the prior written consent of LR which shall not be unreasonably withheld, provided, however, that such third partycompromise or settlement may be made without the written consent of LR, within one hundred eighty (180) days after receipt of notice from LOEB, if such settlement complies with all the following terms: (i) with includes as an unconditional term thereof the giving by the claimant or plaintiff of a complete release of LR from all liability in respect to inventions owned solely by LOEBof such claim or litigation, LOEB shall have the right, but not the obligation, to institute an infringement proceeding, and (ii) does not impose any obligation on LR not imposed under this Agreement and does not require LR to part with respect any rights or property not required to Joint Invention, shall have such rights as are mutually agreed by be parted with under the other owners of such Joint Invention as appropriate. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the actionterms hereof. Each Party party shall execute all necessary and proper documents and documents, take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) party to institute and prosecute such infringement actions referred to in this Section 7.2, and shall otherwise cooperate in the institution and prosecution of such expenses will be borne by the instituting party. Any award paid by third parties actions (including, without limitation, consenting to being named as a result party thereto). Each party, in prosecuting any such infringement actions, shall keep the other party reasonably informed as to the status of such an infringement action (whether by way of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) of the Party bringing suit, or to reimburse the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award shall be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth aboveactions.

Patent Enforcement. (a) CpG and/or Sublicensee(s) The Parties shall promptly notify the other in writing of any alleged or threatened infringement by a third party of any Subject IP of which they become aware. GENAERA shall have the first right, but not the obligation, right to institute patent infringement actions and prosecute, at its sole expense, actions, lawsuits and proceedings against all third parties based on that infringe, or appear to infringe, the Subject IP with respect to the Product in the Field. The Parties shall reasonably cooperate with each other in all such suits and actions. After reimbursement of the Parties’ costs and expenses incurred in connection with such suits and actions, the Parties shall evenly share in any Patent Right licensed under this Agreementand all items that may be received, collected or recovered in any such suit or action, whether by judgment, settlement or otherwise. If CpG and/or GENAERA elects not to bring or maintain any Sublicensee does not institute an infringement proceeding against an offending third partysuch action, suit or enter into good faith negotiations regarding a sublicense under such Patent Right with such third partyproceeding, within one hundred and eighty days (180) days after receipt becoming aware of notice from LOEBa material, (i) likely infringement of the Subject IP with respect to inventions owned solely by LOEBthe Product in the Field, LOEB MACROCHEM shall have the rightright to maintain at its sole expense such action, but not suit or proceeding with the obligationreasonable cooperation of GENAERA (at MACROCHEM’s sole expense for such cooperation, to institute an infringement proceedingincluding joining GENAERA as a party plaintiff, if necessary), and (ii) with respect to Joint Invention, shall have such rights as are mutually agreed by after reimbursement of the other owners of such Joint Invention as appropriate. The Parties’ costs and expenses of incurred in connection with such suits and actions MACROCHEM shall be entitled to retain any and all items that may be received, collected or recovered in any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the suit or action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such an infringement action (whether by way of judgment, settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) of the Party bringing suit, or to reimburse the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award shall be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any all such recovery amounts shall be treated as set forth abovesublicense royalties for which a payment shall be owed to GENAERA pursuant to Section 3.1(d)(i). GENAERA shall have sole control over instituting and prosecuting, at its sole expense, all actions, lawsuits and proceedings against third parties that infringe, or appear to infringe, the Subject IP outside of the Field or within the Field that do not relate to the Product, and GENAERA shall retain any and all items that may be received, collected or recovered in any such suit or action, whether by judgment, settlement or otherwise.

Patent Enforcement. The parties acknowledge and agree that the enforcement of certain patent rights may be subject to SSP’s rights under agreements it has with the parties. Subject to the foregoing, with respect to any infringement or suspected infringement of the Licensed Patents or Seller DuraSite Improvement Patents in the Licensed Field anywhere in the Territory (a) CpG and/or Sublicensee(s) the “Patent Rights”), Seller shall have the first right, but not the obligationobligation to bring an enforcement action and take any other reasonable steps to defend the Patent Rights against infringement; which steps may include the negotiation of appropriate settlements and cross-licenses. Buyer shall have the right to approve any settlement, cross-license, etc., such approval not to be unreasonably withheld or delayed. Buyer hereby agrees, in addition to its obligations in the last sentence of this Section 7, to institute patent infringement actions against third parties based on be joined as a party to any Patent Right licensed under this Agreementsuch action. The costs of such enforcement action shall be borne [***] and any recovery shall [***]. If CpG and/or any Sublicensee Seller does not institute an initiate a response to any infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, in the Territory and the Licensed Field within one hundred eighty thirty (18030) days after receipt of it has received notice from LOEBthereof, (i) with respect then Buyer, subject to inventions owned solely by LOEBany rights SSP may have, LOEB shall have the right, but not right to undertake an action to defend the obligation, to institute an infringement proceeding, and (ii) with respect to Joint Invention, Patent Rights at its own expense. Seller shall have the right to approve any settlement, cross-license, etc., such rights as are mutually agreed by the other owners of such Joint Invention as appropriateapproval not to be unreasonably withheld or delayed. The costs and expenses of Recovery from any settlement or judgment from any such action (including fees of attorneys undertaken and other professionals) funded by Buyer shall be borne by the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be go first applied to reimburse the costs expenses of Buyer and expenses (including attorney’s fees) of the Party bringing suit, or to reimburse the costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of the award remainder shall be regarded treated as Sublicense Income and an amount shall be paid to Net Sales under the LOEB pursuant to Section 4.1(c)Asset Purchase Agreement. Notwithstanding the foregoing, for suits involving Joint Inventions with coif the monetary recovery is less than the out-owners who are not Partiesof-pocket expenses of Seller and Buyer, awards reimbursement shall be shared as mutually agreed, provided that CpG’s share of [***]. Buyer and Seller shall assist one another and reasonably cooperate in any such recovery shall be treated as set forth abovelitigation at the other’s reasonable request without charge to the requesting party. [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Patent Enforcement. (a) CpG and/or Sublicensee(s) Celularity shall have the first right, right (but not the obligation, ) at its expense to institute patent infringement actions against third parties based on enforce each Celularity Prosecuted Patent (excluding any Patent Right licensed under this Agreement. If CpG and/or Celularity Abandoned Patents for which Sorrento has assumed prosecution) and to settle any Sublicensee does not institute an infringement proceeding against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right claims in connection with such third partyenforcement or defense (a “Celularity Enforcement Action”). Such Celularity Enforcement Action shall be entirely under Celularity’s direction and control; Celularity shall have sole responsibility for determining the strategy of the Celularity Enforcement Action and filing all papers in connection therewith. Celularity shall keep Sorrento reasonably informed of the progress of any such Celularity Enforcement Action, within one hundred eighty (180) days after receipt of notice from LOEB, (i) with respect to inventions owned solely by LOEB, LOEB and Sorrento shall have the rightright to participate in the Celularity Enforcement Action with counsel of its own choice at its own expense. In any event, but not Sorrento shall reasonably cooperate with Celularity in such Celularity Enforcement Action and shall provide Celularity with such information as Celularity reasonably requests to facilitate Celularity’s enforcement or defense of the obligation, to institute an infringement proceeding, and (ii) with respect to Joint Invention, shall have such rights as are mutually agreed by the other owners of such Joint Invention as appropriate. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting partyCelularity Enforcement Action. Any award paid by third parties recovery received as a result of such an infringement action (whether by way of settlement or otherwise) any Celularity Enforcement Action shall be used first applied to reimburse the Parties for the costs and expenses (including attorney’s attorneys’ and professional fees) of the Party bringing suit, or incurred in connection with such Celularity Enforcement Action (and not previously reimbursed). If such recovery is insufficient to reimburse the cover all such costs and expenses (including attorney’s Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant both Parties, it shall be shared in proportion to the Company’s application requesting confidential treatment under Rule 406 total of the Securities Act. fees) incurred by the Parties if the suit is brought jointly and to reimburse any additional such costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in each Party. If, after such suits. Any remaining amount reimbursement, any funds remain from such recovery, then [***] of the award shall be regarded as Sublicense Income and an such remainder amount shall be retained by Celularity and[ ***] of such remainder amount will be promptly paid to the LOEB pursuant to Section 4.1(c)Sorrento. Notwithstanding the foregoingCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, for suits involving Joint Inventions with co-owners who are not PartiesMARKED BY [***], awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth aboveHAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Patent Enforcement. (a) CpG and/or Sublicensee(sDEKALB and MONSANTO shall each give prompt notice to the other of any infringement of the Licensed MONSANTO Patent Rights or DEKALB Patent Rights within the Licensed Field which may come to its attention. (b) MONSANTO shall have the first right, exclusive right (but not the obligation, ) to institute patent infringement actions and conduct legal action against third-party infringers of the Licensed MONSANTO Patent Rights, and to enter into such settlement agreements as may be deemed appropriate by MONSANTO. MONSANTO shall receive the full benefits of any action it takes pursuant to this Subsection 6.02; provided however, that once any attorney's fees and other reasonable costs incurred in conducting such legal action have been deducted from any recovery obtained from enforcement of Licensed MONSANTO Patent Rights which arise, MONSANTO shall pay to DEKALB its pro rata portion of such recovery, calculated in accordance with the terms of this Agreement as they apply to amounts received pursuant to the applicable Licensed MONSANTO Patent Rights. (c) If the infringing activities of the third parties based party result in a material adverse effect on the business of DEKALB or any of its Affiliates, International Associates and sublicensees and at the end of One Hundred and Eighty (180) days from the receipt of notice by DEKALB of such infringement, the third party is both unlicensed under the Licensed MONSANTO Patent Right licensed under this Agreement. If CpG and/or any Sublicensee does not institute Rights and is engaging in activities which are an infringement of the Licensed MONSANTO Patent Rights, and MONSANTO has not brought a suit, action or other proceeding for infringement against an offending third party, or enter into good faith negotiations regarding a sublicense under such Patent Right with such third party, within one hundred eighty (180) days after receipt then DEKALB and all of notice its Affiliates and International Associates and sublicensees shall be excused from LOEB, (i) making the payments otherwise due hereunder with respect to inventions owned solely by LOEB, LOEB revenues derived from sales of Licensed DEKALB Corn Products in the country area where the competitive infringing activity occurs. Such excuse from payment shall have the right, but not the obligation, arise only as to institute an infringement proceeding, and (ii) with respect to Joint Invention, shall have such rights as are mutually agreed by the other owners of such Joint Invention as appropriate. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the Party and/or parties instituting the action. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party (or, for certain Joint Inventions, other co-owners) to institute and prosecute such infringement actions and such expenses will be borne by the instituting party. Any award paid by third parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be first applied to reimburse the costs and expenses (including attorney’s fees) sales of the Party bringing affected Licensed DEKALB Corn Products in the country 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 such Licensed DEKALB Corn Products, unchallenged by any suit, action or to reimburse other proceeding for infringement brought by MONSANTO. If the costs and expenses (including attorney’s Portions infringing activities of more than one third party result in such a material adverse effect, then MONSANTO will fulfill its obligation under this Exhibit were omitted and have been filed separately Subsection through litigation with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Actonly one such third party at a time. fees) incurred by the Parties Notwithstanding any provisions in this Subsection 6.02(c), if the suit is infringing third party's product also infringes the DEKALB Patent Rights and DEKALB has not brought jointly and suit, action or other proceeding against the subject third party, then MONSANTO shall not be obligated to reimburse bring any additional costs and expenses including attorney’s fees incurred by LOEB in cooperating with CpG in such suits. Any remaining amount of infringement suit, action or other proceeding against the award shall be regarded as Sublicense Income and an amount shall be paid to the LOEB pursuant to Section 4.1(c). Notwithstanding the foregoing, for suits involving Joint Inventions with co-owners who are not Parties, awards shall be shared as mutually agreed, provided that CpG’s share of any such recovery shall be treated as set forth abovesubject third party.