Common use of Continuance of Infringement Clause in Contracts

Continuance of Infringement. If, after the expiration of the --------------------------- *** period specified in Section 8.3.1, Zonagen has not overcome the allegation of infringement, obtained a discontinuance of such infringement or filed suit against such third party infringer, then, notwithstanding the limitations on royalty rate reduction set forth in Sections 7.3.3 and 7.3.4, the royalty rates to be paid by SP Ltd. on its Net Sales of the Licensed Product in the country of the Territory where such infringement is occurring shall be 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 7.3.1. In addition, SP Ltd. shall have the right, but not the obligation, to bring suit against such infringer under the Patent Rights and join Zonagen as a party plaintiff, provided that SP Ltd. shall bear all the expenses of such suit. Zonagen will cooperate with SP Ltd. in any suit for infringement of a Patent Right brought by SP Ltd. against a third party, and shall have the right to consult with SP Ltd. and to participate in and be represented by independent counsel in such litigation at its own expense. SP Ltd. shall periodically reimburse Zonagen for its out-of- pocket costs (excluding Zonagen's costs of retaining independent counsel) incurred in cooperating with SP Ltd. SP Ltd. shall incur no liability to Zonagen as a consequence of such litigation or any unfavorable decision resulting therefrom, including any decision holding any of the Patent Rights invalid or unenforceable. In the event that SP Ltd. recovers any sums in such litigation by way of damages or in settlement thereof, 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 has not commenced, or if commenced is not actively pursuing legal action against an infringer as specified in Section 8.3.1, Zonagen has not overcome the allegation of infringement, obtained a discontinuance of such infringement or filed suit against such third party infringerSubsection 4.3(a), then, notwithstanding the limitations on royalty rate reduction set forth in Sections 7.3.3 and 7.3.4Section 3.2 (c), Schering shall have no further obligation to pay any royalty on the royalty rates to be paid by SP Ltd. on its Net Sales of the Licensed Product under Section 3.2(a) in the country of the Territory where such infringement is occurring Territory. No royalties shall be reduced as set forth in Section 7.3.1(c) or Section 7.3.1(d), as applicable, due until said infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 7.3.13.2(a). In the event that said infringement does not cease, no royalties shall be due to Sparta. In addition, SP Ltd. Schering shall have the right, but not the obligation, to bring suit against such infringer under the Licensed Patent Rights and join Zonagen Sparta as a party plaintiff, provided that SP Ltd. Schering shall bear all the expenses of such suit. Zonagen Sparta will cooperate with SP Ltd. Schering in any suit for infringement of a Licensed Patent Right brought by SP Ltd. Schering against a third party, and shall have the right to consult with SP Ltd. Schering and to participate in and be represented by independent counsel in such litigation at its own expense. SP Ltd. Schering shall periodically reimburse Zonagen Sparta for its out-of- of-pocket costs (excluding ZonagenSparta's costs of retaining independent counsel) incurred in cooperating with SP Ltd. SP Ltd. Schering. Schering shall incur no liability to Zonagen 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 SP Ltd. Schering recovers any sums in such litigation by way of damages or in settlement thereof, SP Ltd. Schering shall retain all such sums.

Continuance of Infringement. If, after the expiration of ninety (90) days from the --------------------------- *** period date of the notice specified in Section 8.3.1Subsection 4.04.01 above, Zonagen Axonyx has not overcome the allegation of infringement, obtained a discontinuance of such infringement infringement, or filed brought suit against such third the third-party infringer, then, notwithstanding the limitations on royalty rate reduction set forth in Sections 7.3.3 and 7.3.4, then the royalty rates in effect in such country pursuant to be paid by SP Ltd. Section 3.04 hereof on its the Net Sales of the Licensed Product Patented Products, in the country case of an infringement of Axonyx Patent Rights, or on the Territory where such Net Sales of Other Products, in the case of an infringement is occurring of ARS Patent Rights, shall be reduced as set forth in Section 7.3.1(c) or Section 7.3.1(dby fifty percent (50%), as applicable, . 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 7.3.13.04 hereof. In addition, SP Ltd. ARS shall have the right, but not the obligation, to bring suit against such infringer under the Axonyx Patent Rights or the ARS Patent Rights, as applicable, and join Zonagen Axonyx as a party plaintiff, provided that SP Ltd. ARS shall bear all the expenses of the suit and shall control the prosecution of such suit. Zonagen will Axonyx shall cooperate with SP Ltd. ARS in any suit for infringement of a Patent Right brought by SP Ltd. against a third party, ARS and shall have the right to consult with SP Ltd. and to participate in ARS and be represented by independent counsel in such litigation at its own expense. SP Ltd. expense with respect to such suit, provided, however, that ARS shall periodically reimburse Zonagen Axonyx for its out-of- of-pocket costs (excluding Zonagen's the costs of retaining independent counsel) incurred in cooperating with SP Ltd. SP Ltd. ARS. 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 Zonagen Axonyx as a consequence of such litigation suit or any unfavorable decision resulting therefrom, including any decision holding any of the Axonyx Patent Rights or ARS Patent Rights invalid or unenforceable. In Any recovery or damages derived from such suit or the event that SP Ltd. recovers any sums in such litigation settlement thereof shall be retained by way of damages or in settlement thereof, SP Ltd. shall retain all such sumsARS.

Continuance of Infringement. If, after the expiration of ninety (90) days from the --------------------------- *** period date of the notice specified in Section 8.3.1Subsection 4.1.1, Zonagen Axonyx has not overcome the allegation of infringement, obtained a discontinuance of such infringement infringement, or filed brought suit against such third the third-party infringer, then, notwithstanding the limitations on royalty rate reduction set forth in Sections 7.3.3 and 7.3.4, then the royalty rates in effect in such country pursuant to be paid by SP Ltd. Section 3.4 hereof on its the Net Sales of the Licensed Product Patented Products, in the country case of an infringement of Axonyx Patent Rights, or on the Territory where such Net Sales of Other Products, in the case of an infringement is occurring of ARS Patent Rights, shall be reduced as set forth in Section 7.3.1(c) or Section 7.3.1(dby fifty percent (50%), as applicable, . 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 7.3.13.4 hereof. In addition, SP Ltd. ARS shall have the rightright , but not the obligation, to bring suit against such infringer under the Axonyx Patent Rights or the ARS Patent Rights, as applicable, and join Zonagen Axonyx as a party plaintiff, provided that SP Ltd. ARS shall bear all the expenses of the suit and shall control the prosecution of such suit. Zonagen will Axonyx shall cooperate with SP Ltd. ARS in any suit for infringement of a Patent Right brought by SP Ltd. against a third party, ARS and shall have the right to consult with SP Ltd. and to participate in ARS and be represented by independent counsel in such litigation at its own expense. SP Ltd. , PROVIDED, HOWEVER, that ARS shall periodically reimburse Zonagen Axonyx for its out-of- of-pocket costs (excluding Zonagen's the costs of retaining independent counsel) incurred in cooperating with SP Ltd. SP Ltd. ARS. 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 Zonagen Axonyx as a consequence of such litigation suit or any unfavorable decision resulting therefrom, including any decision holding any of the Axonyx Patent Rights or ARS Patent Rights invalid or unenforceable. In Any recovery or damages derived from such suit or the event that SP Ltd. recovers any sums in such litigation settlement thereof shall be retained by way of damages or in settlement thereof, SP Ltd. shall retain all such sumsARS.

Continuance of Infringement. If, after the expiration of --------------------------- the --------------------------- *** period specified in Section 8.3.1, Zonagen has not overcome the allegation of infringement, obtained a discontinuance of such infringement or filed suit against such third party infringer, then, notwithstanding the limitations on royalty rate reduction set forth in Sections 7.3.3 and 7.3.4, the royalty rates to be paid by SP Ltd. Schering on its Net Sales of the Licensed Product in the country of the Territory where such infringement is occurring shall be reduced as set forth in Section 7.3.1(c) or Section 7.3.1(d7.3.1 (d), as applicable, until said infringement ceases and, thereafter, the royalty shall revert to the applicable full royalty set forth in Section 7.3.1. In the event that said infringement does not cease, the royalty reductions set forth above shall remain in effect. In addition, SP Ltd. Schering shall have the right, but not the obligation, to bring suit against such infringer under the Patent Rights and join Zonagen as a party plaintiff, provided that SP Ltd. Schering shall bear all the expenses of such suit. Zonagen will cooperate with SP Ltd. Schering in any suit for infringement of a Patent Right brought by SP Ltd. Schering against a third party, and shall have the right to consult with SP Ltd. Schering and to participate in and be represented by independent counsel in such litigation at its own expense. SP Ltd. Schering shall periodically reimburse Zonagen for its out-of- of-pocket costs (excluding Zonagen's costs of retaining independent counsel) incurred in cooperating with SP Ltd. SP Ltd. Schering. Schering shall incur no liability to 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 Patent Rights invalid or unenforceable. In the event that SP Ltd. Schering recovers any sums in such litigation by way of damages or in settlement thereof, SP Ltd. Schering shall retain all such sums.