The Party having the right to initiate any infringement suit or defend a Defensive Action under Section 9.3.2 (the “ Controlling Party ”) will have the sole and exclusive right to select counsel for and control any such suit or Defensive Action. The expenses of the suit or the Defensive Action, including attorneys’ fees and court costs and reasonable Out-of-Pocket Costs of the other Party (the “ Cooperating Party ”) in rendering assistance requested by the Controlling Party (“ Enforcement Expense ”) will be *****. If required under Applicable Law in order for the Controlling Party to initiate and/or maintain such suit or to defend the Defensive Action, or if either Party is unable to initiate or prosecute such suit or defend the Defensive Action solely in its own name or it is otherwise advisable to obtain an effective legal remedy, in each case, the other Party will join as a party to the suit or Defensive Action and will execute and cause its Affiliates to execute all documents necessary for the Controlling Party to initiate litigation to prosecute and maintain such action or defend the Defensive Action. In addition, at the Controlling Party’s request, the Cooperating Party will provide reasonable assistance to the Controlling Party in connection with an infringement suit *****. The Cooperating Party will have the right to participate and be represented in any such suit by its own counsel at its own expense. If the Parties obtain from a Third Party, in connection with such suit, any damages, license fees, royalties or other compensation (including any amount received in settlement of such litigation) (“ Recoveries ”) in the Territory, such amounts will be *****. A Cooperating Party may choose not to share the Enforcement Expense, provided however that in such case such Cooperating Party will not be entitled to receive any of the Recoveries. For clarity, (a) KHK will offer Medgenics the opportunity to fund its share of the Enforcement Expense with respect to any suit initiated by KHK in the European Union and, if Medgenics elects to fund such Enforcement Expense, Medgenics will be entitled to an equal share in the Recovery received in respect of any such suit, and (b) KHK will have the sole right to take action and earn all Recoveries outside of the Territory and the European Union.