Costs. If this Note is not paid when due, whether at maturity or by acceleration, the Borrower promises to pay all costs and expenses of collection (including, but not limited to, attorneys’ fees) and all expenses incurred in connection with the protection or realization of the collateral or enforcement of any guaranty, incurred by the Lender on account of such collection, whether or not suit is filed hereon.

Costs. Grantee shall bear Grantee's pro rata share (based upon the amount of consideration to be received) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all selling stockholders of the Company and are not otherwise paid by the Company or the acquiring party. Costs incurred by Grantee on Grantee's own behalf shall not be considered costs of the transaction hereunder.

Costs. All costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, will be borne by the Party that incurred the costs.

Allocation of Proceeds and Costs of Enforcement. The proceeds from any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this ‎[Section 7.6], after deduction of all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by Seller in connection with such enforcement, shall be, promptly (and in any event within five Business Days) following the receipt of such proceeds, allocated to Buyer and Seller in proportion to their respective interests in the Receivables. All costs and expenses (including reasonable and documented attorneys’ fees and expenses) of any enforcement of Medexus’s obligations under the Sale Agreement pursuant to this ‎[Section 7.6] (other than any costs and expenses of Seller that are satisfied out of the proceeds of such enforcement) shall be borne by ​. Buyer shall fund any retainers or advances required by the counsel employed for such enforcement (such amounts to be credited or deducted from the actual amounts owed by Buyer under the immediately preceding sentence) and Buyer shall promptly reimburse Seller for any of Seller’s costs or expenses that are not satisfied out of the proceeds of such enforcement; provided, however, that such out-of-pocket costs and expenses (including the fees and expenses of Seller’s counsel) shall be borne solely by Seller if such breach or termination event results from a breach of the Sale Agreement by Seller. Nothing contained herein shall limit Buyer from retaining, at its sole cost, separate outside counsel who shall be permitted, where reasonably practical, to consult with the lead counsel selected pursuant to ‎[Section 7.6(b)] for such enforcement.

Enforcement costs

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization; Enforcement. This Agreement has been executed and delivered by such Seller and is a valid and binding agreement of such Seller, enforceable against such Seller in accordance with its terms.

Specific Enforcement. Receiving Party acknowledges and agrees that remedies at law may not be adequate to protect Disclosing Party against any actual or threatened breach of this ‎Section 6.1 by Receiving Party, its Affiliates or its or its Affiliates’ Representatives, and that Disclosing Party shall be entitled to seek specific performance and temporary and permanent injunctive relief or other equitable relief as a remedy for any such actual or threatened breach.

CytomX Enforcement. CytomX shall have the sole right to enforce the CytomX Patents at its sole cost. CytomX shall not have any right to enforce any Regeneron Patent or Collaboration Patent. CytomX shall at all times keep Regeneron informed as to the status of such enforcement pursuant to this [Section 8.7.2]. CytomX may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such suit in a manner consistent with the terms and provisions hereof and recover any damages, awards or settlements resulting therefrom, subject to [Section 8.7.5]. Regeneron shall reasonably cooperate in any such litigation at CytomX’s expense. CytomX shall not enter into any settlement of any claim described in this [Section 8.7.2] that ​.

Validity; Enforcement. This Note has been duly and validly authorized, executed and delivered on behalf of such Holder and constitutes the legal, valid and binding obligations of such Holder enforceable against such Holder in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.