Common use of ABATEMENT OF INFRINGEMENT Clause in Contracts

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE and UGARF shall each inform the other party of any suspected infringement of any plant variety rights covering the Licensed Variety. During the term of this Agreement, NOBLE/UGARF shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE shall have the first option to bring suit alone. If elected, NOBLE shall solely be liable for litigation costs. After recovering all enforcement related costs from any and all amounts received as a result of an enforcement action, NOBLE agrees to pay to UGARF [***] of any and all remaining amounts from such recovered damages. 7.1.2 If NOBLE elects not to bring such suit alone, the parties may jointly bring such suit. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposes. 7.1.3 In the absence of NOBLE’s participation in any such action, whether individually or jointly, UGARF may bring such suit. UGARF shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE and paying any judgments rendered against NOBLE, and shall be entitled to retain the entire amount of any recovery of settlement. 7.1.4 Should either UGARF or NOBLE bring suit under the provisions of Paragraphs 7.1.1, 7.1.2 or 7.1.3, and thereafter elect to abandon such action, the abandoning party shall give timely notice to the other party who 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 result of the subject action. 7.2 Except as provided in Paragraph 8.1, nothing in this Agreement shall be construed as a warranty or representation as to the validity or scope of any plant protection rights.

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE and UGARF shall each inform the other party of any suspected infringement of any plant variety rights covering the Licensed Variety. The parties shall negotiate, in good faith, a plan of action for investigating and abating such infringement and payment of the costs thereof. During the term of this Agreement, NOBLE/UGARF shall have the right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE shall have the first option to bring suit alone. If elected, NOBLE shall solely be liable for litigation costs. After recovering Out of the proceeds of the such suit or settlement thereof, NOBLE shall recover all its enforcement related costs from any and all amounts received as a result of an enforcement action, NOBLE agrees to pay to UGARF [***] of any and all remaining amounts from such recovered damagesthe balance remaining. 7.1.2 If NOBLE elects not to bring such suit alone, the parties may jointly bring such suitxxx jointly. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE The parties shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention negotiate in good faith over selection of counsel. For purposes , control of settlementthe suit, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action costs, cooperation and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposesauthority. 7.1.3 In the absence of NOBLE’s participation in any such action, whether individually or jointly, UGARF may bring such suit. UGARF shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE and paying any judgments rendered against NOBLE, and shall be entitled to retain the entire amount of any recovery of settlement. 7.1.4 Should either UGARF or NOBLE bring suit under the provisions of Paragraphs 7.1.1, 7.1.2 or 7.1.3, and thereafter elect to abandon such action, the abandoning party shall give timely notice to the other party who 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 result of the subject action. 7.2 Except as provided in Paragraph 8.1, nothing in this Agreement shall be construed as a warranty or representation as to the validity or scope of any plant protection rights.

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE A. If at any time any Third Party shall infringe to a commercially substantial extent any patent licensed hereunder then Spectrum shall promptly inform EPRO of such infringement and UGARF shall each inform the other party of any suspected infringement of any plant variety rights covering the Licensed Variety. During the term EPRO shall, subject to Paragraph (C) of this AgreementArticle, NOBLE/UGARF shall have right, but shall not be otherwise required, to either (a) obtain a discontinuance of said infringing operations or (b) bring suit to xxxxx at its own expense against such infringement. 7.1.1 NOBLE shall have infringer, bringing said suit in the first option to bring name of EPRO and, if so required by the law of the forum, bringing suit alone. If elected, NOBLE shall solely be liable for litigation costs. After recovering all enforcement related costs from any and all amounts received in the name of Spectrum or joining Spectrum as a result party plaintiff with EPRO. In such an event and until EPRO effectuates discontinuance of an enforcement actioninfringement, NOBLE agrees Spectrum’s applicable royalty rates shall be reduced to pay to UGARF [***] . Upon discontinuance of any such infringement, Spectrum shall resume paying royalties at the rates indicated in Article V(A)(2). EPRO shall be entitled to receive and retain all remaining amounts recoveries from such recovered damages. 7.1.2 If NOBLE elects not to bring such suit alone, the parties may jointly bring such suitinfringement. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in Certain information on this page has been omitted and equally share costs and recoveries from said suit. If jointly pursued, NOBLE shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact filed separately with the opposing party(ies)Securities and Exchange Commission. NOBLE shall keep UGARF advised as to all developments Confidential treatment has been requested with respect to the enforcement action and settlement discussionsomitted portions. B. Spectrum shall have the right, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any suit brought by EPRO pursuant to paragraph (A) of this Article, to be represented at its own expense by counsel of its own selection to the extent of having access to full information and all meetings with opportunity to be heard in the parties’ counsel and the opposing side for settlement purposescouncils of EPRO. 7.1.3 C. In the absence event that EPRO neither brings suit against a Third Party as provided in paragraph (A) of NOBLE’s participation in any such action, whether individually or jointly, UGARF may bring such suit. UGARF shall bear the entire cost this Article nor obtains a discontinuance of such litigationinfringing operations within six (6) months of the date of receipt of such notice, including defending any counterclaims brought then Spectrum may at its election bring suit in its own name against NOBLE such infringer. Should Spectrum bring suit in its own name, EPRO shall execute such legal papers necessary for the prosecution of such suit as may be requested by Spectrum, and paying any judgments rendered against NOBLE, Spectrum shall be liable for all costs and expenses of such litigation and shall be entitled to receive and retain all recoveries therefrom. During the entire amount pendency of any recovery such suit by Spectrum, and in the event of settlementan adverse outcome of such suit, Spectrum’s royalty obligations shall be reduced as indicated in paragraph (A) of this Article or eliminated in the latter case. 7.1.4 Should either UGARF D. If a Third Party makes or NOBLE bring suit under threatens against Spectrum, its Affiliates or its Sublicensees any claim of infringement of a patent right based upon the provisions of Paragraphs 7.1.1use of, 7.1.2 or 7.1.3, and thereafter elect to abandon such action, the abandoning party shall give timely notice to the other party who 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 arising as a result of the subject exercise of the rights and licenses granted hereunder to the Licensed Technology (each an “Alleged Infringement”), Spectrum shall have the right to respond to and defend any and all such Alleged Infringements at its own cost and expense, and in its sole discretion. EPRO agrees to provide any necessary assistance that Spectrum may reasonably require in any such defense action for which Spectrum shall pay to EPRO a reasonable hourly rate of compensation. EPRO shall have the right, at its own expense, to retain counsel of its choice to represent it in any such defense action. 7.2 Except as provided . Spectrum shall notify EPRO in Paragraph 8.1writing and provide a copy of (i) any claim of Alleged Infringement filed with a court or governmental authority or (ii) any written notice of an Alleged Infringement from an attorney or law firm. Within a reasonable period of time in advance of any responsive deadline required by law or otherwise set forth in the claim or notice of Alleged Infringement, nothing Spectrum shall notify EPRO in this Agreement shall be construed as a warranty or representation writing as to whether or not Spectrum intends to respond to such Alleged Infringement. In the validity event that Spectrum does not intend to respond to any such claim or scope of notice or, if Spectrum, in its sole discretion, asks EPRO to respond to any plant protection rightssuch claim or notice, EPRO shall have the right, in its sole discretion, to respond to and litigate or settle such Alleged Infringement, in which case EPRO shall pay any and all future costs and expenses incurred by Spectrum in such action, and shall indemnify, defend and hold Spectrum, its Affiliates and its Sublicensees harmless from any future costs, expenses or liability respecting all such actions undertaken by EPRO. This Article VIII (D) shall not amend or reduce EPRO’s indemnification obligations under Article IV (C).

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE and UGARF 8.1 BUKWANG shall each promptly inform the other party LICENSOR of any suspected infringement of any plant variety rights covering the Licensed VarietyPatents. During the term of this Agreement, NOBLE/UGARF shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE LICENSOR and BUKWANG shall have the first option right to bring institute an action for infringement of the Licensed Patents against such third party in accordance with the following: (a) If LICENSOR and BUKWANG agree to institute suit alonejointly, the suit shall be brought in both their names and the out-of-pocket costs thereof shall be borne equally. If electedAny recovery or settlement received by LICENSOR and/or BUKWANG for punitive or exemplary damages shall be shared equally, NOBLE and any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues, shall solely be liable for litigation costs. After recovering all enforcement related costs from any paid to BUKWANG, and all amounts received as a result of an enforcement action, NOBLE agrees to BUKWANG shall pay to UGARF [***] LICENSOR an amount representing the royalty which would have been paid by BUKWANG on such amount in accordance with the provisions of any Article 4 had such amount been accrued by BUKWANG as Sales. BUKWANG and all remaining amounts from LICENSOR shall agree upon the manner in which they shall exercise control over such recovered damages. 7.1.2 If NOBLE elects not to bring such suit aloneaction. LICENSOR may, if it so desires, also be represented by separate counsel of its own selection, the parties may jointly bring such suit. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE fees for which counsel shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposes.paid by LICENSOR; 7.1.3 (b) In the absence of NOBLE’s participation in any such action, whether individually or agreement to institute a suit jointly, UGARF LICENSOR may bring such institute suit, and, at its option, name BUKWANG as a plaintiff. UGARF LICENSOR shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE BUKWANG and paying any judgments rendered against NOBLEBUKWANG, and shall be entitled to retain the entire amount of any recovery or settlement; and (c) In the absence of agreement to institute a suit jointly and if LICENSOR notifies BUKWANG that it has decided not to join in or institute a suit, as provided in (a) or (b) above, BUKWANG may institute suit and, at its option, name LICENSOR as a plaintiff. BUKWANG shall bear the entire cost of such litigation, including defending any counterclaims brought against LICENSOR and paying any judgments rendered against LICENSOR, and shall be entitled to retain the entire amount of any recovery or settlement. 7.1.4 8.2 Should either UGARF LICENSOR or NOBLE bring BUKWANG commence a suit under the provisions of Paragraphs 7.1.1, 7.1.2 or 7.1.3, this Article and thereafter elect to abandon such actionsuit, the abandoning party shall give timely notice to the other party who may, if it so desires, maintain continue prosecution of such suit, provided that the action. Unless the parties agree otherwise at the time sharing 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 result of the subject action. 7.2 Except as provided recovery in Paragraph 8.1, nothing in this Agreement such suit shall be construed as a warranty or representation as to the validity or scope of any plant protection rightsagreed upon between LICENSOR and BUKWANG.

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE and UGARF shall each inform the other party of any suspected infringement of any plant variety rights covering 8.1 LICENSEE acknowledges that the Licensed VarietyPatents are of great value to STC, and therefore, LICENSEE promises to take all reasonable measures to protect STC’s interests therein. During LICENSEE shall not permit any entity, individual or firm to have rights to practice the term of Licensed Patents, except as authorized in this Agreement, NOBLE/UGARF shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE shall have the first option to bring suit alone. If elected, NOBLE shall solely be liable for litigation costs. After recovering all enforcement related costs from any and all amounts received as a result of an enforcement action, NOBLE agrees to pay to UGARF [***] of any and all remaining amounts from such recovered damages. 7.1.2 If NOBLE elects not to bring such suit alone, the parties may jointly bring such suit. In such event, NOBLE 8.2 Each party shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposes. 7.1.3 In the absence of NOBLE’s participation in any such action, whether individually or jointly, UGARF may bring such suit. UGARF shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE and paying any judgments rendered against NOBLE, and shall be entitled to retain the entire amount of any recovery of settlement. 7.1.4 Should either UGARF or NOBLE bring suit under the provisions of Paragraphs 7.1.1, 7.1.2 or 7.1.3, and thereafter elect to abandon such action, the abandoning party shall give timely written notice to the other party who mayin the event such party learns of: (i) any suspected infringement of a Licensed Patent; or, (ii) the threat of or filing of any declaratory judgment action by a third party alleging the invalidity, unenforceability, or non-infringement of the Licensed Patent. 8.3 LICENSEE shall have the exclusive first right (but not the obligation) to notify an infringer and initiate legal proceedings to xxxxx the infringement of a Licensed Patent within LICENSEE’S Field of Use. STC agrees to join as a party plaintiff in any such lawsuit initiated by LICENSEE, if it requested to do so desiresby LICENSEE, maintain with all reasonable, documented costs, attorneys’ fees, and expenses of STC to be paid by LICENSEE. Should LICENSEE elect not to institute such an action to enforce the actionLicensed Patent against infringement within LICENSEE’s Field of Use within ninety (90) days after receipt of written notice from STC of STC’s intention to bring suit for such infringement, STC shall have the right (but not the obligation) at its own expense to take those steps on behalf of itself and LICENSEE, provided that LICENSEE shall have the right to participate at its own expense in any action brought by STC. Unless [*] 8.4 If LICENSEE leads proceedings to xxxxx and remedy infringement, any monetary recovery from the parties agree otherwise infringement of Licensed Patents received by LICENSEE shall first be applied to reimburse LICENSEE’s reasonable, documented unreimbursed expenses of such proceedings and then STC’s reasonable, documented unreimbursed expenses of such proceedings, including, in each case, without limitation, reasonable attorneys’ fees and court costs. Any remainder shall, to the extent the same pertain to an infringement of the Licensed Patents within LICENSEE’s Field of Use, be treated as Net Sales and subject to LICENSEE’s royalty obligations pursuant to Section 4.3 above. If STC leads proceedings to xxxxx and remedy infringement, any monetary recovery from the infringement of Licensed Patents shall be first applied to reimburse STC’s unreimbursed expenses of such proceedings, and then LICENSEE’s unreimbursed expenses of such proceedings, including without limitation, reasonable attorneys’ fees and court costs. Any remainder shall, to the extent the same pertains to an infringement of the Licensed Patents within LICENSEE’s Field of Use, be treated as Net Sales and subject to LICENSEE’s royalty obligations pursuant to Section 4.3 above. 8.5 In the event that a declaratory judgment action is brought by a third party against STC or LICENSEE alleging invalidity, unenforceability, or non-infringement of the Licensed Patents, STC, at its option, shall have the time right within twenty (20) days after commencement of withdrawalsuch action to take over the sole defense of the action at its own expense. If STC does not exercise this right, LICENSEE may take over the defense of the action at LICENSEE’s expense, either solely or in conjunction with other licensees of STC holding licenses with respect to fields of use of the Licensed Patents other than the Field of Use. STC agrees to participate in such defense as a party, if requested by LICENSEE, with all reasonable, documented costs, attorneys’ fees, and expenses of STC to be paid by LICENSEE. In either case, the withdrawing non-controlling party as between STC and LICENSEE shall have the right to participate in, comment on, and make recommendations regarding the course of the controlling party’s defense of such declaratory judgment action, which recommendations the controlling party agrees to reasonably consider except to the extent the recommendations would result, in STC’s reasonable determination, in an unwarranted narrowing of the Licensed Patents. The controlling party shall have no further obligation for expenses for provide to the subject action and shall non-controlling party each document or a draft thereof pertaining to the declaratory judgment action, including but not benefit from any subsequent settlement limited to each communication to opposing counsel, pleading, discovery request, or other financial benefit court filing as follows: (a) documents received as a result of from the subject action. 7.2 Except as provided in Paragraph 8.1, nothing in this Agreement court or opposing counsel shall be construed as a warranty or representation as provided to the validity non-controlling party promptly after receipt; and (b) for a document to be served upon opposing counsel or scope filed in court, a draft of any plant protection rightssuch document shall be provided to the non- controlling party sufficiently prior to its filing, to allow for review and comment by the non-controlling party.

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE 8.1 LICENSEE shall promptly inform EMORY and UGARF shall each inform the other party EMORY will promptly notify LICENSEE of any suspected infringement of any plant variety rights covering the Licensed VarietyPatents. During the term of this Agreement, NOBLE/UGARF shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE Agreement EMORY and LICENSEE shall have the right to institute an action for infringement of the Licensed Patents against such third party in accordance with the following: (a) If EMORY and LICENSEE agree to institute suit jointly, the suit shall be brought in both their names and the out-of-pocket costs thereof shall be borne by LICENSEE and any recovery shall first option be used to bring suit alone. If elected, NOBLE shall solely be liable for litigation reimburse all such out-of-pocket costs. After recovering all enforcement related costs Any recovery or settlement received by EMORY and/or LICENSEE for punitive or exemplary damages shall be shared equally, and any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues, shall be paid to LICENSEE, and LICENSEE shall pay to EMORY an amount representing the royalty which would have been paid by LICENSEE on such amount in accordance with the provisions of Article 4 had such amount been accrued by LICENSEE as Sales. LICENSEE and EMORY shall agree in good faith upon the manner in which they shall exercise control over such action. EMORY may, if it so desires, also be represented by separate counsel of its own selection, the fees for which counsel shall be paid by EMORY and first reimbursed from any and all amounts received recovery after reimbursement to LICENSEE as a result provided above in the event of an enforcement action, NOBLE agrees to pay to UGARF [***] of any and all remaining amounts from such recovered damagesjoint suit. 7.1.2 If NOBLE elects not to bring such suit alone, the parties may jointly bring such suit. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposes. 7.1.3 (b) In the absence of NOBLE’s participation in any such action, whether individually or agreement to institute a suit jointly, UGARF EMORY may bring institute suit, and, at its option, name LICENSEE as a plaintiff. EMORY shall bear the entire cost of such litigation and shall be entitled to retain the entire amount of any recovery or settlement; and (c) In the absence of agreement to institute a suit jointly and if EMORY notifies LICENSEE that it has decided not to join in or institute a suit, as provided in (a) or (b) above, LICENSEE may institute suit and, at its option, name EMORY as a plaintiff. UGARF LICENSEE shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE EMORY and paying any judgments judgements rendered against NOBLEEMORY, and shall be entitled to retain the entire amount of any recovery or settlement, provided that any recovery in excess of settlement. 7.1.4 Should either UGARF or NOBLE bring suit under the provisions costs of Paragraphs 7.1.1, 7.1.2 or 7.1.3, and thereafter elect to abandon such action, the abandoning party shall give timely notice to the other party who 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 result of the subject action. 7.2 Except as provided in Paragraph 8.1, nothing in this Agreement litigation shall be construed as a warranty or representation as subject to the validity or scope of any plant protection rightsSections 4.3 and 4.4 hereof.

ABATEMENT OF INFRINGEMENT. 7.1 NOBLE and UGARF 8.1 BUKWANG shall each promptly inform the other party LICENSOR of any suspected infringement of any plant variety rights covering the Licensed VarietyPatents. During the term of this Agreement, NOBLE/UGARF shall have right, but shall not be otherwise required, to bring suit to xxxxx such infringement. 7.1.1 NOBLE LICENSOR and BUKWANG shall have the first option right to bring institute an action for infringement of the Licensed Patents against such third party in accordance with the following: (a) If LICENSOR and BUKWANG agree to institute suit alonejointly, the suit shall be brought in both their names and out-of-pocket costs thereof shall be borne equally. If electedAny recovery or settlement received by LICENSOR and/or BUKWANG for punitive or exemplary damages shall be shared equally, NOBLE and any other recovery or settlement received, including compensatory damages or damages based on a loss of revenues, shall solely be liable for litigation costs. After recovering all enforcement related costs from any paid to BUKWANG, and all amounts received as a result of an enforcement action, NOBLE agrees to BUKWANG shall pay to UGARF [***] LICENSOR an amount representing the royalty which would have been paid by BUKWANG on such amount in accordance with the provisions of any Article 4 had such amount been accrued by BUKWANG as Sales. BUKWANG and all remaining amounts from LICENSOR shall agree upon the manner in which they shall exercise control over such recovered damages. 7.1.2 If NOBLE elects not to bring such suit aloneaction. LICENSOR may, if it so desires, also be represented by separate counsel of its own selection, the parties may jointly bring such suit. In such event, NOBLE shall promptly notify UGARF of its desire to bring such action so that UGARF may have the opportunity to participate in and equally share costs and recoveries from said suit. If jointly pursued, NOBLE fees for which counsel shall be responsible for retaining counsel and overseeing the action. NOBLE shall be required to notify UGARF following retention of counsel. For purposes of settlement, NOBLE shall be the primary contact with the opposing party(ies). NOBLE shall keep UGARF advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to UGARF copies of all papers received and filed in sufficient time for it to comment thereon. UGARF may participate in any and all meetings with the parties’ counsel and the opposing side for settlement purposes.paid by LICENSOR; 7.1.3 (b) In the absence of NOBLE’s participation in any such action, whether individually or agreement to institute a suit jointly, UGARF LICENSOR may bring such institute a suit, and, at its option, name BUKWANG as a plaintiff. UGARF LICENSOR shall bear the entire cost of such litigation, including defending any counterclaims brought against NOBLE BUKWANG and paying any judgments rendered against NOBLEBUKWANG, and shall be entitled to retain the entire amount of any recovery or settlement; and (c) In the absence of agreement to institute a suit jointly and if LICENSOR notifies BUKWANG that it has decided not to join in or institute a suit as provided in (a) or (b) above, BUKWANG may institute suit and, at its option, name LICENSOR as a plaintiff. BUKWANG shall bear the entire cost of such litigation, including defending any counterclaims brought against LICENSOR and paying any judgment rendered against LICENSOR, and shall be entitled to retain the entire amount of any recovery or settlement. 7.1.4 8.2 Should either UGARF LICENSOR or NOBLE bring BUKWANG commence suit under the provisions of Paragraphs 7.1.1, 7.1.2 or 7.1.3, this Article and thereafter elect to abandon such actionsuit, the abandoning party shall give timely notice to the other party who may, if it so desires, maintain continue prosecution of such suit, provided that the action. Unless the parties agree otherwise at the time sharing 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 result of the subject action. 7.2 Except as provided recovery in Paragraph 8.1, nothing in this Agreement such suit shall be construed as a warranty or representation as to the validity or scope of any plant protection rightsagreed upon between LICENSOR and BUKWANG.