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 ​.

If, at the time of enforcement of any of [Sections 6 through 11], a court holds that the duration, scope or area restrictions stated therein are unreasonable under the circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Because Executive’s services are unique and because Executive has access and will receive to trade secrets of the Company Group and other Confidential Information, Intellectual Property Rights and Company-Related Developments, the parties hereto agree that money damages would not be an adequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement, the Company, each member of the Company Group (as intended third party beneficiaries hereunder) and their respective successors or permitted assigns shall, in addition to other rights and remedies existing in their favor, be entitled # from any court of competent jurisdiction to specific performance and/or injunctive relief, and entitled to other relief in order to enforce or prevent any violations of the provisions hereof (without # the posting of any bond or other security, # the necessity of showing actual damages or # the necessity of showing that monetary damages are an inadequate remedy), and # to the payment by Executive of the attorneys’ fees and costs incurred by each member of the Company Group in the course of enforcing the terms of this Agreement, including demonstrating the existence of a breach or threatened breach of any of the terms of [Sections 6 through 11]. Any such remedies will be in addition to, and not in lieu of, damages and remedies available under law or otherwise, including monetary damages. Executive agrees that the restrictions contained in [Sections 6 through 11] are reasonable, and to the extent Executive breaches any of the restrictions in [Sections 6 through 11], the Company shall have the right to suspend, terminate and/or recoup any Severance Payments.

Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents 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 and each other Transaction Document to which it is a party 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.

Licensee Enforcement. In the event that either Licensee or Merck becomes aware of any alleged or threatened commercially material infringement in a country in the Territory of any issued patent within the Compound Patent Rights or Joint Patent Rights, it will notify the other Party in writing to that effect. Licensee shall have the first right (but not the obligation) to enforce any such Compound Patent Right or Joint Patent Right against any such infringer or alleged infringer, at its own expense, and control, and litigate and settle, such suit as set forth herein. Merck shall reasonably cooperate in any such suit at Licensee’s expense; and where necessary, Merck shall join in, or be named as a necessary party to, such suit. Licensee shall not enter into any settlement of any claim described in this [Section 8.04(a)] that, in the reasonable judgment of Merck would violate any law or regulation, admits to the invalidity or unenforceability of the Compound Patent Rights or Joint Patent Rights, incurs any financial liability on the part of Merck, requires an admission of liability, wrongdoing, or fault on the party of Merck, without Merck’s prior written consent (in each case, such consent not to be unreasonably withheld). Merck shall have the right, prior to commencement of the trial, suit or action brought by Licensee, to join any such suit or action, and in such event shall pay one-half of the costs of such suit or action.

SCHEDULE # THE ORIGINAL ​

ENFORCEMENT COSTS. Should either party employ attorneys to enforce any of the provisions hereof (including the pursuit of specific performance), the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable attorneys' fees, court costs and legal expenses incurred in connection therewith.

Enforcement Costs. If: # this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor through any legal proceeding; # an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or # an attorney is retained to represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred by the Investor, all reasonable costs and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder. If this Agreement is placed by the Company in the hands of an attorney for enforcement or is enforced by the Company through any legal proceeding, then the Investor shall pay to the Company, as incurred by the Company, all reasonable costs and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.

Authorization; Enforcement. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the Warrant, and the performance of all obligations of the Company, and the authorization (or reservation for issuance), sale and issuance of the Shares, the Warrant and the Warrant Shares, have been taken on or prior to the date hereof. Each of this Agreement and the Warrant has been duly executed by the Company and, when delivered in accordance with the terms hereof and thereof (assuming that this agreement and the Warrant have been duly and validly authorized, executed and delivered by the other parties hereto and thereto), 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.