Common use of Continuance of Infringement Clause in Contracts

Continuance of Infringement. If, after the expiration of the [Information omitted and filed separately with the Commission under Rule 24b-2.] period Sparta has not commenced, or if commenced is not actively pursuing legal action against an infringer as specified in Subsection 4.3(a), then, notwithstanding the limitations on royalty rate reduction set forth in Section 3.2 (c), Schering shall have no further obligation to pay any royalty on the Net Sales of Licensed Product under Section 3.2(a) in the Territory. No royalties shall be due until said infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 3.2(a). In the event that said infringement does not cease, no royalties shall be due to Sparta. In addition, Schering shall have the right, but not the obligation, to bring suit against such infringer under the Licensed Patent Rights and join Sparta as a party plaintiff, provided that Schering shall bear all the expenses of such suit. Sparta will cooperate with Schering in any suit for infringement of a Licensed Patent Right brought by Schering against a third party, and shall have the right to consult with Schering and to participate in and be represented by independent counsel in such litigation at its own expense. Schering shall periodically reimburse Sparta for its out-of-pocket costs (excluding Sparta's costs of retaining independent counsel) incurred in cooperating with Schering. Schering shall incur no liability to Sparta as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Licensed Patent Rights invalid or unenforceable. In the event that Schering recovers any sums in such litigation by way of damages or in settlement thereof, Schering shall retain all such sums.

Continuance of Infringement. If, after the expiration of the [Information omitted and filed separately with the Commission under Rule 24b-2.] --------------------------- *** period Sparta specified in Section 8.3.1, Zonagen has not commencedovercome the allegation of infringement, obtained a discontinuance of such infringement or if commenced is not actively pursuing legal action filed suit against an infringer as specified in Subsection 4.3(a)such third party infringer, then, notwithstanding the limitations on royalty rate reduction set forth in Section 3.2 (c)Sections 7.3.3 and 7.3.4, Schering shall have no further obligation the royalty rates to pay any royalty be paid by SP Ltd. on the its Net Sales of the Licensed Product under Section 3.2(a) in the Territory. No royalties country of the Territory where such infringement is occurring shall be due reduced as set forth in Section 7.3.1(c) or Section 7.3.1(d), as applicable, until said infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 3.2(a). In the event that said infringement does not cease, no royalties shall be due to Sparta7.3. 1. In addition, Schering SP Ltd. shall have the right, but not the obligation, to bring suit against such infringer under the Licensed Patent Rights and join Sparta Zonagen as a party plaintiff, provided that Schering SP Ltd. shall bear all the expenses of such suit. Sparta Zonagen will cooperate with Schering SP Ltd. in any suit for infringement of a Licensed Patent Right brought by Schering SP Ltd. against a third party, and shall have the right to consult with Schering SP Ltd. and to participate in and be represented by independent counsel in such litigation at its own expense. Schering SP Ltd. shall periodically reimburse Sparta Zonagen for its out-of-of- pocket costs (excluding SpartaZonagen's costs of retaining independent counsel) incurred in cooperating with Schering. Schering SP Ltd. SP Ltd. shall incur no liability to Sparta Zonagen as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Licensed Patent Rights invalid or unenforceable. In the event that Schering SP Ltd. recovers any sums in such litigation by way of damages or in settlement thereof, Schering SP Ltd. shall retain all such sums.

Continuance of Infringement. If, after the expiration of --------------------------- the [Information omitted and filed separately with the Commission under Rule 24b-2.] *** period Sparta specified in Section 8.3.1, Zonagen has not commencedovercome the allegation of infringement, obtained a discontinuance of such infringement or if commenced is not actively pursuing legal action filed suit against an infringer as specified in Subsection 4.3(a)such third party infringer, then, notwithstanding the limitations on royalty rate reduction set forth in Section 3.2 (c)Sections 7.3.3 and 7.3.4, the royalty rates to be paid by Schering shall have no further obligation to pay any royalty on the its Net Sales of Licensed Product under Section 3.2(a) in the Territory. No royalties Territory where such infringement is occurring shall be due reduced as set forth in Section 7.3.1(c) or 7.3.1 (d), as applicable, until said infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 3.2(a)7.3. 1. In the event that said infringement does not cease, no royalties the royalty reductions set forth above shall be due to Spartaremain in effect. In addition, Schering shall have the right, but not the obligation, to bring suit against such infringer under the Licensed Patent Rights and join Sparta Zonagen as a party plaintiff, provided that Schering shall bear all the expenses of such suit. Sparta Zonagen will cooperate with Schering in any suit for infringement of a Licensed Patent Right brought by Schering against a third party, and shall have the right to consult with Schering and to participate in and be represented by independent counsel in such litigation at its own expense. Schering shall periodically reimburse Sparta Zonagen for its out-of-pocket costs (excluding SpartaZonagen's costs of retaining independent counsel) incurred in cooperating with Schering. Schering shall incur no liability to Sparta Zonagen as a consequence of such litigation or any unfavorable *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission. decision resulting therefrom, including any decision holding any of the Licensed Patent Rights invalid or unenforceable. In the event that Schering recovers any sums in such litigation by way of damages or in settlement thereof, Schering shall retain all such sums.

Continuance of Infringement. If, after the expiration of ninety (90) days from the [Information omitted and filed separately with date of the Commission under Rule 24b-2.] period Sparta has not commenced, or if commenced is not actively pursuing legal action against an infringer as notice specified in Subsection 4.3(a)4.1.1, thenAxonyx has not overcome the allegation of infringement, notwithstanding obtained a discontinuance of such infringement, or brought suit against the limitations on third-party infringer, then the royalty rate reduction set forth in effect in such country pursuant to Section 3.2 (c), Schering shall have no further obligation to pay any royalty 3.4 hereof on the Net Sales of Licensed Product under Section 3.2(a) Patented Products, in the Territory. No royalties case of an infringement of Axonyx Patent Rights, or on the Net Sales of Other Products, in the case of an infringement of ARS Patent Rights, shall be due reduced by fifty percent (50%). Said reduced royalty shall continue to be the prevailing royalty on such Net Sales until said such infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 3.2(a). In the event that said infringement does not cease, no royalties shall be due to Sparta3.4 hereof. In addition, Schering ARS shall have the rightright , but not the obligation, to bring suit against such infringer under the Licensed Axonyx Patent Rights or the ARS Patent Rights, as applicable, and join Sparta Axonyx as a party plaintiff, provided that Schering ARS shall bear all the expenses of the suit and shall control the prosecution of such suit. Sparta will Axonyx shall cooperate with Schering ARS in any suit for infringement of a Licensed Patent Right brought by Schering against a third party, ARS and shall have the right to consult with Schering and to participate in ARS and be represented by independent counsel in such litigation at its own expense. Schering , PROVIDED, HOWEVER, that ARS shall periodically reimburse Sparta Axonyx for its out-of-pocket costs (excluding Sparta's the costs of retaining independent counsel) incurred in cooperating with ScheringARS. Schering ARS shall keep Axonyx informed of the status of any such suit and shall provide Axonyx with copies of all pleadings filed in such suit. ARS shall incur no liability to Sparta Axonyx as a consequence of such litigation suit or any unfavorable decision resulting therefrom, including any decision holding any of the Licensed Axonyx Patent Rights or ARS Patent Rights invalid or unenforceable. In Any recovery or damages derived from such suit or the event that Schering recovers any sums in such litigation settlement thereof shall be retained by way of damages or in settlement thereof, Schering shall retain all such sumsARS.

Continuance of Infringement. If, after the expiration of ninety (90) days from the [Information omitted and filed separately with date of the Commission under Rule 24b-2.] period Sparta has not commenced, or if commenced is not actively pursuing legal action against an infringer as notice specified in Subsection 4.3(a)4.04.01 above, thenAxonyx has not obtained a discontinuance of such infringement, notwithstanding or brought suit against the limitations on third-party infringer, then the royalty rate reduction set forth in effect in such country pursuant to Section 3.2 (c), Schering shall have no further obligation to pay any royalty 3.04 hereof on the Net Sales of Licensed Product under Section 3.2(a) Patented Products, in the Territory. No royalties case of an infringement of Axonyx Patent Rights, or on the Net Sales of Other Products, in the case of an infringement of ARS Patent Rights, shall be due reduced by fifty percent (50%). Said reduced royalty shall continue to be the prevailing royalty on such Net Sales until said such infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 3.2(a). In the event that said infringement does not cease, no royalties shall be due to Sparta3.04 hereof. In addition, Schering ARS shall have the right, but not the obligation, to bring suit against such infringer under the Licensed Axonyx Patent Rights or the ARS Patent Rights, as applicable, and join Sparta Axonyx as a party plaintiff, provided that Schering ARS shall bear all the expenses of the suit and shall control the prosecution of such suit. Sparta will Axonyx shall cooperate with Schering ARS in any suit for infringement of a Licensed Patent Right brought by Schering against a third party, ARS and shall have the right to consult with Schering and to participate in ARS and be represented by independent counsel in such litigation at its own expense. Schering expense with respect to such suit, provided, however, that ARS shall periodically reimburse Sparta Axonyx for its out-of-pocket costs (excluding Sparta's the costs of retaining independent counsel) incurred in cooperating with ScheringARS. Schering ARS shall keep Axonyx informed of the status of any such suit and shall provide Axonyx with copies of all pleadings filed in such suit. ARS shall incur no liability to Sparta Axonyx as a consequence of such litigation suit or any unfavorable decision resulting therefrom, including any decision holding any of the Licensed Axonyx Patent Rights or ARS Patent Rights invalid or unenforceable. In Any recovery or damages derived from such suit or the event that Schering recovers any sums in such litigation settlement thereof shall be retained by way of damages or in settlement thereof, Schering shall retain all such sumsARS.