Infringement of Licensed Patents. Each Party will notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement by a Third Party of any Licensed Patents. Arcus shall have the sole right to enforce any patent within the Licensed Patents against any infringement or alleged infringement thereof. Arcus may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such ​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Enforcement of Patents. Each Party shall promptly notify the other in the event it becomes aware of any actual or probable infringement of any Patent within the Licensed Patent Rights.

Licensor further represents and warrants that there are no actions for infringement against Licensor with respect to systems and methods it uses embodying the invention of the Licensed Patents anywhere in the world.

Infringement Claims Affecting In-Licensed IP. To the Knowledge of the Seller, no claim or Proceeding involving any Intellectual Property licensed to the Seller or any Seller Affiliate relating to the Products or the Business is pending or has been threatened against the Seller or any Seller Affiliate.

Notice of Infringement. The Parties shall inform each other promptly of any infringement or colorable cause of action for infringement of any Patent Right within the Collaboration Patents, Joint Invention Patents, CytomX Patents or Regeneron Patents that claim the composition of matter of, methods of making, formulation, or methods of using any Product.

Primary Patents. With respect to any actual, potential or suspected infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs, Legacy (or any Affiliate of Legacy or Legacy Licensee, to the extent granted such right by Legacy or an Affiliate thereof) shall have the first and primary right, but not the obligation, to, in its sole discretion, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, on its behalf or in Primary’s name, if necessary. If, within five (5) months of the notice above, Legacy (or an Affiliate thereof or a Legacy Licensee) # shall have been unsuccessful in persuading the alleged infringer to desist, # shall not have brought and shall not be diligently prosecuting an infringement action, or # has not executed a settlement agreement with respect to such infringement, or if Legacy notifies Primary that it has decided not to undertake any of the foregoing against any such alleged infringer, then Primary shall then have the right to bring suit to enforce such Licensed Primary Patents in the Legacy Field at its own expense. If either Party (or an Affiliate, licensee, or sublicensee of a Party) brings any infringement action or proceeding under this [Section 8.2], the other Party agrees to be joined as a plaintiff and, at the expense of the other Party (or its Affiliate, licensee, or sublicensee), to give the Party undertaking such infringement suit or other action reasonable assistance and authority to control, file and prosecute the suit as necessary. Except as explicitly provided in this [Section 8.2], Primary retains all rights to initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to any actual, potential or suspected infringement of any Primary Patents, and to retain all recoveries, damages, or proceeds resulting from any of the foregoing. Any recovery, damages, or other amounts received by Legacy (or its Affiliate or any Legacy Licensee) with respect to the infringement of the Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs, or any settlement with respect to the foregoing, shall be used first to reimburse the Parties for their unreimbursed reasonable, documented expenses incurred in connection with such action, with Legacy and its Affiliates, as between the Parties and subject to its obligations to any Legacy Licensee, being entitled to retain any remaining balance thereof, provided that, notwithstanding the foregoing, # Primary, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding and, subject to the aforementioned reimbursement of expenses, # Primary shall be entitled to all recoveries, damages, and other amounts received by either Party (or any Affiliate thereof) with respect to any infringement of the Primary Patents (or settlement with respect thereto) other than an infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs; to the extent Legacy (or its Affiliate or any Legacy Licensee) initially receives any such amounts, Legacy shall promptly pay them to Primary. Primary shall, in the event it pursues any actual, potential or suspected infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs in accordance with this [Section 8.2], be entitled, subject to the reimbursement of Legacy’s expenses related to such action as contemplated above, to retain one hundred percent (100%) of any resulting recoveries, damages, or other amounts received with respect to such actual, potential or suspected infringement.

Enforcement of ​ Product Patents and Joint Patents. Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement of the ​ Product Patents or Joint Patents by a Third Party in the Territory of which such Party becomes aware (including alleged or threatened infringement based on the development, commercialization, or an application to market a product containing a Licensed Compound or any Licensed Product in the Territory (the “Third Party Infringement”)). ​ shall have the first right, but not the obligation, to abate any Third Party Infringement in the Territory (the “​ Prosecuted Infringements”) at its sole expense by litigation or otherwise and ​ shall retain control of the prosecution of such claim, suit or proceeding. If ​ prosecutes any ​ Prosecuted Infringement, ​ # shall join as a party to such claim, suit or proceeding in any country in the Territory requiring ​ as a party and shall otherwise have the right to join as a party to such claim, suit, or proceeding in the Territory and CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...​...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Infringement. (a) Each party shall notify the other, in writing, of any activity which it believes may constitute an infringement upon the other’s rights or unauthorized use of the others intellectual property. Neither party shall commence, prosecute or institute any action or proceeding against any person, firm or corporation alleging infringement of the other’s rights without the prior written consent of the other. (b) Whichever party takes action against any infringing or potentially infringing activities shall be responsible for the costs of such action including payment of its attorneys' fees, costs and expenses and the other party shall, if requested, cooperate in such action as shall be reasonably necessary, but at the cost of the party taking action. All monies recovered as a result of such action shall belong to the Party whose intellectual property was infringed upon, except if the action is taken by the other party to this Agreement against a third party, in which case it shall be permitted to deduct its litigation and settlement costs from any such recovery.

“Licensed IP” means the Licensed Patents and Licensed Know-How and Abmuno’s interest in the Joint Improvements collectively.

Notice. During the Term, each Party will promptly notify the other Party in writing upon learning of # any actual or suspected infringement by a Third Party of any Licensed Patents or Development Patents that Cover the Compounds, Products and/or the manufacture or use thereof, # any claim of invalidity, unenforceability of any such Patent Rights, and/or # any misappropriation or unauthorized use by a Third Party of the Transferred Know-How or Development Know-How. Any such notice shall identify the Third Party in question and contain a brief description (based upon available information) of the relevant actions that are believed to constitute such infringement, misappropriation or unauthorized use or upon which such claims of invalidity or unenforceability are based.