Common use of ABATEMENT OF INFRINGEMENT Clause in Contracts

ABATEMENT OF INFRINGEMENT. 9.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the LICENSED VARIETY. During the term of this Agreement, CERES shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 9.1.1 Subject to Paragraph 9.1.2, CERES will have the exclusive right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of the INTELLECTUAL PROPERTY RIGHTS. CERES and NOBLE will consult with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action, and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings with the parties’ counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement. 9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (“CONVERSION DATE”), to initiate any new action to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding prior to the CONVERSION DATE nor grant any license or sublicense on the INTELLECTUAL PROPERTY RIGHTS to any party against whom CERES had initiated such action, suit or proceeding or with whom CERES is involved in any proceedings (e.g. interference, opposition in any patent office). 9.2 Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by such party, shall be considered as either NET SELLING PRICE or LICENSE INCOME for the purpose of remuneration payments to NOBLE, to whichever the damages are reasonably deemed equivalent; provided however, that any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g. punitive damages), after deduction of all enforcement related costs incurred by CERES, will be shared as follows: NOBLE will be entitled to a percentage of the award equal to the NOBLE CONTRIBUTION (See ANNEX B Article 2) and CERES will be entitled to the remainder.

ABATEMENT OF INFRINGEMENT. 9.1 Each party Party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the LICENSED VARIETY. During the term of this Agreement, CERES shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 9.1.1 Subject to Paragraph 9.1.2, CERES will have the exclusive right, but no obligation, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for infringement of the INTELLECTUAL PROPERTY RIGHTS. CERES and NOBLE IGER will consult with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action, and NOBLE IGER will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE IGER following retention of counsel, and NOBLE IGER agrees to be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE IGER advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE IGER copies of all papers received and filed in sufficient time for NOBLE IGER to comment thereon. NOBLE IGER may attend any and all meetings with the parties’ counsel and the opposing side for settlement purposes. NOBLE IGER agrees to voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE IGER agrees to enter into a joint defense agreement. 9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (“CONVERSION DATE”), to initiate any new action to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding prior to the CONVERSION DATE nor grant any license or sublicense on the INTELLECTUAL PROPERTY RIGHTS to any party against whom CERES had initiated such action, suit or proceeding or with whom CERES is involved in any proceedings (e.g. interference, opposition in any patent office). 9.2 Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by such partyCERES, shall be considered as either NET SELLING PRICE SALES or LICENSE INCOME for the purpose of remuneration payments to NOBLEIGER, to whichever the damages are reasonably deemed equivalent; provided however, that any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g. punitive damages), after deduction of all enforcement related costs incurred by CERES, will be shared as follows: NOBLE will be entitled to a percentage of the award equal to the NOBLE CONTRIBUTION (See ANNEX B Article 2) and CERES will be entitled to the remainder.

ABATEMENT OF INFRINGEMENT. 9.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the LICENSED VARIETY. During the term of this Agreement, CERES shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 9.1.1 Subject to Paragraph 9.1.2, CERES will shall have the exclusive right, at its own discretion and expense, first option to take any action to enforce and to initiate and prosecute suits bring suit alone for infringement of the INTELLECTUAL PROPERTY RIGHTSLICENSED VARIETY. If elected, in writing, CERES shall be responsible for taking those actions necessary to enforce the parties’ rights, wherein the expenses and cost of any such action shall be CERES’. CERES and NOBLE will consult with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action, and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings with the parties’ counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement. 9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (“CONVERSION DATE”), to initiate any new action to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding prior to the CONVERSION DATE nor grant any license or sublicense on the INTELLECTUAL PROPERTY RIGHTS to any party against whom CERES had initiated such action, suit or proceeding or with whom CERES is involved in any proceedings (e.g. interference, opposition in any patent office). 9.2 . Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL PROPERTY RIGHTSaction, after deduction of all enforcement related costs incurred by such partyCERES, shall be considered as either NET SELLING PRICE or LICENSE INCOME for the purpose of remuneration royalty payments to NOBLE, to whichever the damages are reasonably deemed equivalent; provided however, that any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g. punitive damages), after deduction of all enforcement related costs incurred by CERES, will be shared as follows: NOBLE will equally by the parties. 9.1.2 In the absence of CERES’ and/or NOBLE’S participation in any such action, whether individually or jointly, UGARF reserves the right to bring such suit. In such instance, UGARF shall bear the entire cost of such litigation, including defending any counterclaims, and shall be entitled to retain the entire amount of any recovery of settlement. 9.1.3 Should either party bring suit under the provisions of this Paragraph 13, and thereafter elects to abandon such action, then the party bringing suit shall give timely notice to the other party who may, if it so desires, or UGARF may, if it so desires, maintain the action. Unless the parties agree otherwise at the time of withdrawal, the withdrawing party shall have no further obligation for expenses for the subject action and shall not benefit from any subsequent settlement or other financial benefit received as a percentage result of the award equal to the NOBLE CONTRIBUTION (See ANNEX B Article 2) and CERES will be entitled to the remaindersubject action.

ABATEMENT OF INFRINGEMENT. 9.1 13.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the optioned varieties of the group of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993 and any LICENSED VARIETYVARIETY therefrom. During the term of this Agreement, CERES and NOBLE shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 9.1.1 Subject to Paragraph 9.1.2, 13.1.1 CERES will shall have the exclusive right, at its own discretion and expense, first option to take any action to enforce and to initiate and prosecute suits bring suit alone for infringement of the INTELLECTUAL PROPERTY RIGHTSLICENSED VARIETY. If elected, in writing, CERES shall be responsible for taking those actions necessary to enforce the parties’ rights, wherein the expenses and cost of any such action shall be CERES’. CERES and NOBLE will consult with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action, and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings with the parties’ counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement. 9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (“CONVERSION DATE”), to initiate any new action to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding prior to the CONVERSION DATE nor grant any license or sublicense on the INTELLECTUAL PROPERTY RIGHTS to any party against whom CERES had initiated such action, suit or proceeding or with whom CERES is involved in any proceedings (e.g. interference, opposition in any patent office). 9.2 . Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL PROPERTY RIGHTSaction, after deduction of all enforcement related costs incurred by such partyCERES, shall be considered as either NET SELLING PRICE or LICENSE INCOME for the purpose of remuneration royalty payments to NOBLE, to whichever the damages are reasonably deemed equivalent; provided however, however that any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g. punitive damages), after deduction of all enforcement related costs incurred by CERES, will be shared as follows: equally by the parties. 13.1.2 NOBLE will shall have the first option to bring suit alone for infringement of any optioned varieties of the group of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993 that is yet to be licensed by CERES pursuant to the terms of this Agreement. If elected, NOBLE shall solely be liable for all litigation costs. 13.1.3 In the absence of CERES’ and/or NOBLE’S participation in any such action, whether individually or jointly, UGARF reserves the right to bring such suit. In such instance, UGARF shall bear the entire cost of such litigation, including defending any counterclaims, and shall be entitled to retain the entire amount of any recovery of settlement. 13.1.4 Should either party bring suit under the provisions of this Paragraph 13, and thereafter elects to abandon such action, then the party bringing suit shall give timely notice to the other party who may, if it so desires, or UGARF may, if it so desires, maintain the action. Unless the parties agree otherwise at the time of withdrawal, the withdrawing party shall have no further obligation for expenses for the subject action and shall not benefit from any subsequent settlement or other financial benefit received as a percentage result of the award equal to the NOBLE CONTRIBUTION (See ANNEX B Article 2) and CERES will be entitled to the remaindersubject action.

ABATEMENT OF INFRINGEMENT. 9.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the a LICENSED VARIETYVARIETY (or LICENSED VARIETIES). During the term of this Agreement, CERES shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 9.1.1 Subject to Paragraph 9.1.2, CERES will shall have the exclusive right, at its own discretion and expense, first option to take any action to enforce and to initiate and prosecute suits bring suit alone for infringement of a LICENSED VARIETY (or LICENSED VARIETIES). If elected, in writing, CERES shall be responsible for taking those actions necessary to enforce the INTELLECTUAL PROPERTY RIGHTSparties’ rights, wherein the expenses and cost of any such action shall be CERES’. CERES and NOBLE will consult with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action, and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings with the parties’ counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement. 9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (“CONVERSION DATE”), to initiate any new action to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding prior to the CONVERSION DATE nor grant any license or sublicense on the INTELLECTUAL PROPERTY RIGHTS to any party against whom CERES had initiated such action, suit or proceeding or with whom CERES is involved in any proceedings (e.g. interference, opposition in any patent office). 9.2 . Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL PROPERTY RIGHTSaction, after deduction of all enforcement related costs incurred by such partyCERES, shall be considered as either NET SELLING PRICE or LICENSE INCOME for the purpose of remuneration royalty payments to NOBLE, to whichever the damages are reasonably deemed equivalent; provided however, that any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g. punitive damages), after deduction of all enforcement related costs incurred by CERES, will be shared as follows: NOBLE will equally by the parties. 9.1.2 In the absence of CERES’ and/or NOBLE’S participation in any such action, whether individually or jointly, UGARF reserves the right to bring such suit. In such instance, UGARF shall bear the entire cost of such litigation, including defending any counterclaims, and shall be entitled to retain the entire amount of any recovery of settlement. 9.1.3 Should either party bring suit under the provisions of this Paragraph 13, and thereafter elects to abandon such action, then the party bringing suit shall give timely notice to the other party who may, if it so desires, or UGARF may, if it so desires, maintain the action. Unless the parties agree otherwise at the time of withdrawal, the withdrawing party shall have no further obligation for expenses for the subject action and shall not benefit from any subsequent settlement or other financial benefit received as a percentage result of the award equal to the NOBLE CONTRIBUTION (See ANNEX B Article 2) and CERES will be entitled to the remaindersubject action.