Common use of Enforcement of Intellectual Property Clause in Contracts

Enforcement of Intellectual Property. 6.3.1. In the event either Party becomes aware of infringement of Patents within Quanterix Intellectual Property Rights in the Field by a Third Party selling a product that competes with an Assay or System sold by bioMérieux, it will notify the other Party thereof without delay. Notwithstanding anything to the contrary in this Section 6.4, to the extent Tufts University has applicable rights under Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of the Tufts License, those provisions shall apply to the extent that Tufts exercises such rights. 6.3.2. Quanterix shall have the first right (but not the obligation), at its sole expense and sole discretion (subject to the provisions below), to control the enforcement or otherwise xxxxx such infringement. If it so elects, Quanterix shall use Commercially Reasonable Efforts to pursue the relevant infringers and enforce its rights under its Patents in the Field. 6.3.3. Prior to undertaking any such action, Quanterix shall notify bioMérieux in writing, and bioMérieux shall have the right to join as a party to such infringement proceedings and to jointly enforce such action by funding [***] of the costs of such action. If bioMérieux so elects to participate and jointly enforce and co-fund such enforcement, the Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce such Patents which is jointly prosecuted by the Parties; provided however, that Quanterix shall retain final decision-making authority over such enforcement activities. All monies recovered upon the final judgment or settlement of any such suit to enforce such Patents [***], and the Parties shall be liable [***] for any adverse costs arising from such proceedings subject to Section 12.4. 6.3.4. In the event that Quanterix does not wish to enforce a Patent against such infringement, Quanterix shall deliver prompt written notice thereof to bioMérieux. 6.3.5. In the event Quanterix delivers the written notice described in the previous Section 6.3.4 or if Quanterix has not initiated an infringement action against an alleged infringer in the Exclusive Field within sixty (60) days of receiving or sending the notice mentioned in Section 6.3.1, bioMérieux shall have the right, but not the obligation, at its sole expense and sole discretion, to seek such enforcement of such Patents against such potential infringement solely in the Exclusive Field and in consultation with Quanterix. If bioMérieux so elects to enforce any such Patents, Quanterix shall take such steps as are reasonable and necessary to enable bioMérieux to assume such right of pursuing the relevant infringer, and bioMérieux shall consult with Quanterix and all material decisions regarding such action shall be made with Quanterix’s consent. The Parties agree that the Quanterix Intellectual Property Rights may be licensed to Third Parties outside the Field or within the Co-Exclusive Field and any such action asserted under this Section 6.3.5 may require taking into account such other Third Party rights in the Quanterix Intellectual Property Rights and cooperation with such Third Parties. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Quanterix Intellectual Property Rights shall be entered into by bioMérieux without the prior written consent of Quanterix. bioMérieux shall not take any action during such litigation of any Quanterix Intellectual Property Rights that would adversely affect such rights, without Quanterix’s prior written consent. All monies recovered upon the final judgment or settlement of any such suit by bioMérieux to enforce such Patent under this Section 6.3.5 shall be retained by bioMérieux (subject to the payment of royalties under this Agreement in respect of any amounts recovered in respect of lost sales), and bioMérieux shall be liable for any adverse costs arising from such proceedings. 6.3.6. If, due to Quanterix withholding its consent in any case it is required under Section 6.3.5, bioMérieux cannot pursue the relevant infringer and the relevant infringement has a material adverse effect on bioMérieux’s sales or profitability, [***].

Enforcement of Intellectual Property. 6.3.1Rights at the Border 1. In Each Party shall adopt procedures to enable a right holder, who has valid grounds for suspecting that the event either Party becomes aware importation of infringement counterfeit trademark goods or unauthorized copies of Patents within Quanterix Intellectual Property Rights in the Field works protected by a Third Party selling a product that competes with an Assay copyrights or System sold by bioMérieux, it will notify the other Party thereof without delay. Notwithstanding anything to the contrary in this Section 6.4neighboring rights may take place, to lodge an application in writing with its competent authorities, whether administrative or judicial, for the extent Tufts University has applicable rights under Sections 7.1, 7.2, 7.3, 7.4 and 7.5 suspension by the customs administration of the Tufts License, those provisions shall apply to the extent that Tufts exercises such rights. 6.3.2. Quanterix shall have the first right (but not the obligation), at its sole expense and sole discretion (subject to the provisions below), to control the enforcement or otherwise xxxxx such infringement. If it so elects, Quanterix shall use Commercially Reasonable Efforts to pursue the relevant infringers and enforce its rights under its Patents in the Field. 6.3.3. Prior to undertaking any such action, Quanterix shall notify bioMérieux in writing, and bioMérieux shall have the right to join as a party to such infringement proceedings and to jointly enforce such action by funding [***] of the costs release of such actiongoods into free circulation. If bioMérieux so elects to participate and jointly enforce and co-fund such enforcement, the Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce such Patents which is jointly prosecuted by the Parties; provided however, that Quanterix shall retain final decision-making authority over such enforcement activities. All monies recovered upon the final judgment or settlement of any such suit to enforce such Patents [***], and the Parties No Party shall be liable [***] for any adverse costs arising from obligated to apply such proceedings subject procedures to Section 12.4. 6.3.4goods in transit. In the event that Quanterix does not wish A Party may permit such an application to enforce a Patent against such infringement, Quanterix shall deliver prompt written notice thereof to bioMérieux. 6.3.5. In the event Quanterix delivers the written notice described in the previous Section 6.3.4 or if Quanterix has not initiated an infringement action against an alleged infringer in the Exclusive Field within sixty (60) days of receiving or sending the notice mentioned in Section 6.3.1, bioMérieux shall have the right, but not the obligation, at its sole expense and sole discretion, to seek such enforcement of such Patents against such potential infringement solely in the Exclusive Field and in consultation with Quanterix. If bioMérieux so elects to enforce any such Patents, Quanterix shall take such steps as are reasonable and necessary to enable bioMérieux to assume such right of pursuing the relevant infringer, and bioMérieux shall consult with Quanterix and all material decisions regarding such action shall be made with Quanterix’s consent. The Parties agree that the Quanterix Intellectual Property Rights may be licensed to Third Parties outside the Field or within the Co-Exclusive Field and any such action asserted under this Section 6.3.5 may require taking into account such other Third Party rights in the Quanterix Intellectual Property Rights and cooperation with such Third Parties. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Quanterix Intellectual Property Rights shall be entered into by bioMérieux without the prior written consent of Quanterix. bioMérieux shall not take any action during such litigation of any Quanterix Intellectual Property Rights that would adversely affect such rights, without Quanterix’s prior written consent. All monies recovered upon the final judgment or settlement of any such suit by bioMérieux to enforce such Patent under this Section 6.3.5 shall be retained by bioMérieux (subject to the payment of royalties under this Agreement in respect of goods that involve other infringements of intellectual property rights, provided that the requirements of this Article are met. A Party may also provide for corresponding procedures concerning the suspension by the customs administration of the release of infringing goods destined for exportation from its territory. 2. Each Party shall require any amounts recovered applicant who initiates procedures under paragraph 1 to provide adequate evidence: A. to satisfy that Party's competent authorities that, under its domestic laws, there is prima facie an infringement of its intellectual property right; and B. to supply a sufficiently detailed description of the goods to make them readily recognizable by the customs administration. 3. Each Party shall authorize its competent authorities to require an applicant under paragraph 1 to provide a security or equivalent assurance sufficient to protect the defendant and the competent authorities and to prevent abuse. Such security or equivalent assurance shall not unreasonably deter recourse to these procedures. 4. A Party's customs administration, upon receiving an application pursuant to procedures adopted in respect accordance with this Article, may suspend the release of lost sales)goods involving industrial designs, patents, integrated circuits or trade secrets into free circulation on the basis of a decision other than by a judicial or other independent authority; provided, however, if the period set forth in paragraphs 6 through 8 has expired without the granting of provisional relief by the duly empowered authority, and bioMérieux provided that all other conditions for importation have been complied with, such Party shall permit the owner, importer or consignee of such goods to receive such goods for entry into commerce on the posting of a security in an amount sufficient to protect the right holder against any infringement. Payment of such security shall not prejudice any other remedy available to the right holder, it being understood that the security shall be liable for any adverse costs arising from such proceedingsreleased if the right holder fails to pursue its right of action within a reasonable period of time. 6.3.65. If, due to Quanterix withholding Each Party shall ensure that its consent in any case it is required under Section 6.3.5, bioMérieux cannot pursue customs administration will promptly notify the relevant infringer importer and the relevant infringement applicant when the customs administration suspends the release of goods pursuant to paragraph 1. 6. Each Party shall ensure that its customs administration will release goods from suspension if within a period not exceeding 10 working days after the applicant under paragraph 1 has been served notice of the suspension the customs administration has not been informed that: A. a material adverse effect party other than the defendant has initiated proceedings leading to a decision on bioMérieux’s sales or profitabilitythe merits of the case, [***].or

Enforcement of Intellectual Property. 6.3.1. In Section 7.1 Each Party shall promptly bring to the event either Party becomes aware attention of infringement of Patents within Quanterix Intellectual Property Rights in the Field by a Third Party selling a product that competes with an Assay or System sold by bioMérieux, it will notify the other Party thereof without delay. Notwithstanding anything to any infringement, misappropriation or other violation of the contrary in this Section 6.4, Licensed IP by any Third Party of which it becomes aware (to the extent Tufts University it has applicable rights under Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of the Tufts License, those provisions shall apply to the extent that Tufts exercises disclose such rights. 6.3.2information). Quanterix Licensors shall have the first right (but not the obligation), at its sole expense and sole discretion (subject to the provisions below), to control the enforcement or otherwise xxxxx such infringement. If it so elects, Quanterix shall use Commercially Reasonable Efforts to pursue the relevant infringers and enforce its rights under its Patents in the Field. 6.3.3. Prior to undertaking any such action, Quanterix shall notify bioMérieux in writing, and bioMérieux shall have the right to join as a party to such infringement proceedings and to jointly enforce such action by funding [***] of the costs of such action. If bioMérieux so elects to participate and jointly enforce and co-fund such enforcement, the Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce such Patents which is jointly prosecuted by the Parties; provided however, that Quanterix shall retain final decision-making authority over such enforcement activities. All monies recovered upon the final judgment or settlement of any such suit to enforce such Patents [***], and the Parties shall be liable [***] for any adverse costs arising from such proceedings subject to Section 12.4. 6.3.4. In the event that Quanterix does not wish to enforce a Patent against such infringement, Quanterix shall deliver prompt written notice thereof to bioMérieux. 6.3.5. In the event Quanterix delivers the written notice described in the previous Section 6.3.4 or if Quanterix has not initiated an infringement action against an alleged infringer in the Exclusive Field within sixty (60) days of receiving or sending the notice mentioned in Section 6.3.1, bioMérieux shall have the exclusive right, but not the obligation, to take enforcement Action against Third Parties after the Effective Date for infringement, misappropriation or other violation of the Licensed IP primarily outside the scope of the Xxxxxx Business, at its sole Licensors’ own expense and for Licensors’ own benefit. In the event of such enforcement Action, Licensors shall have the sole discretionright and discretion to select counsel and to conduct and control the litigation (including settlement thereof), and shall be solely entitled to any awards or sums resulting therefrom. Xxxxxx shall, at Licensors’ cost, provide any reasonable cooperation that is requested by Licensors in any such Actions, including being joined as a party thereto. Section 7.2 Xxxxxx shall have the exclusive right, but not the obligation, to seek take enforcement Action against Third Parties after the Effective Date for infringement, misappropriation or other violation of the Licensed IP that is primarily within the scope of the Xxxxxx Business, at Xxxxxx’x own expense and for Xxxxxx’x own benefit. In the event of such enforcement Action, Xxxxxx shall have the sole right and discretion to select counsel and to conduct and control the litigation (including settlement thereof), and shall be solely entitled to any awards or sums resulting therefrom. Licensors shall, at Xxxxxx’x cost, provide any reasonable cooperation that is requested by Licensors in any such Actions, including being joined as a party thereto. Section 7.3 If the Parties cannot agree that an infringement, misappropriation or other violation of the Licensed IP by any Third Party is subject to Section 7.1 or Section 7.2, Licensor(s) and Xxxxxx shall jointly discuss and agree to a strategy for enforcement of the Licensed IP, including selection of counsel, objectives, milestones, and cost-control. Such legal Action shall be in accordance with the following terms: (a) Licensor(s) shall file the enforcement Action, and prosecute the Action, in accordance with the agreed strategy. (b) Xxxxxx may have representatives and counsel appear at all hearings, depositions and settlement negotiations and review all filings at Xxxxxx’x expense. Licensor(s) shall give Xxxxxx reasonable prior notice of hearings, depositions, negotiations and filings. (c) Licensor(s) and Xxxxxx shall share all costs associated with the enforcement Action based in proportion to the size of each Party’s claim in the Action. (d) Within thirty (30) days after any payment in respect of such Patents against such potential infringement solely in Action or any judgment thereunder, (i) the Exclusive Field and in consultation with Quanterix. If bioMérieux so elects proceeds shall first be used to enforce any such Patents, Quanterix shall take such steps as are reasonable and necessary to enable bioMérieux to assume such right pay for the Parties’ costs of pursuing bringing the relevant infringerenforcement Action, and bioMérieux (ii) the applicable Licensor(s) shall consult with Quanterix and all material decisions regarding such action shall be made with Quanterix’s consent. The Parties agree then pay to Xxxxxx the portion that is attributable to the Quanterix Intellectual Property Rights may be licensed to Third Parties outside the Field infringement, misappropriation, or violation of Licensed IP within the Co-Exclusive Field and scope of the Xxxxxx Business. Licensor(s) shall not admit any such action asserted under this Section 6.3.5 may require taking into account such other Third Party rights in the Quanterix Intellectual Property Rights and cooperation liability with such Third Parties. No settlement of any such action or proceeding which restricts the scoperespect to, or adversely affects settle, compromise or discharge the enforceability, claim within the scope of any Quanterix Intellectual Property Rights shall be entered into by bioMérieux the Xxxxxx Business without the prior written consent of Quanterix. bioMérieux Xxxxxx, such consent not to be unreasonably withheld, conditioned or delayed. (e) If Xxxxxx elects not to participate in the enforcement Action, Licensors may proceed at their own expense and for their own benefit, and Xxxxxx’x obligations to reimburse costs and rights to the recovery shall not take apply. Xxxxxx shall, at Licensor’s cost, provide any action during reasonable cooperation that is requested by Licensors in any such litigation Actions, including by providing Licensors with reasonable access to Personnel and documents having information useful to the enforcement Action. (f) Xxxxxx shall not knowingly or intentionally aver or acknowledge contestable facts that Xxxxxx knows or should know will significantly weaken or reduce the claim, give rise to counterclaims involving another Party, or support a finding that the Licensed IP is invalid or unenforceable, except as required by applicable Law. (g) Notwithstanding any other term in this ARTICLE 7, no Party has any duty to initiate or maintain any Action or assert any position that it believes in good faith is contrary to the applicable facts or Law or exposes such Party to unreasonable risk of any Quanterix liability or loss of its Intellectual Property Rights based solely on the merits of the Action. Section 7.4 Licensor shall promptly bring to the attention of Xxxxxx any infringement, misappropriation or other violation of the Assigned IP by any Third Party of which it becomes aware (to the extent it has rights to disclose such information). For the avoidance of doubt, as between the Parties, Xxxxxx shall have the exclusive right, but not the obligation, to take enforcement Action against Third Parties after the Effective Date for infringement, misappropriation or other violation of the Assigned IP, and Licensors shall at Xxxxxx’x cost provide any reasonable cooperation that would adversely affect such rights, without Quanterix’s prior written consent. All monies recovered upon the final judgment or settlement of is requested by Xxxxxx in any such suit Actions. No Licensor shall knowingly or intentionally aver or acknowledge contestable facts that such Licensor knows or should know will significantly weaken or reduce the claim, give rise to counterclaims involving any member of the Xxxxxx Group or any of its Affiliates, or support a finding that the Assigned IP is invalid or unenforceable, except as required by bioMérieux to enforce such Patent under this Section 6.3.5 shall be retained by bioMérieux (subject to the payment of royalties under this Agreement in respect of any amounts recovered in respect of lost sales), and bioMérieux shall be liable for any adverse costs arising from such proceedingsapplicable Law. 6.3.6. If, due to Quanterix withholding its consent in any case it is required under Section 6.3.5, bioMérieux cannot pursue the relevant infringer and the relevant infringement has a material adverse effect on bioMérieux’s sales or profitability, [***].

Enforcement of Intellectual Property. 6.3.1. In the event either Party becomes aware of infringement of Patents within Quanterix Intellectual Property Rights in the Field by a Third Party selling a product that competes with an Assay or System sold by bioMérieux, it will notify the other Party thereof without delay. Notwithstanding anything to the contrary in this Section 6.4, to the extent Tufts University has applicable rights under Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of the Tufts License, those provisions shall apply to the extent that Tufts exercises such rights. 6.3.2. Quanterix shall have the first right (but not the obligation), at its sole expense and sole discretion (subject to the provisions below), to control the enforcement or otherwise xxxxx such infringement. If it so elects, Quanterix shall use Commercially Reasonable Efforts to pursue the relevant infringers and enforce its rights under its Patents in the Field. 6.3.3. Prior to undertaking any such action, Quanterix shall notify bioMérieux in writing, and bioMérieux shall have the right to join as a party to such infringement proceedings and to jointly enforce such action by funding [***] of the costs of such action. If bioMérieux so elects to participate and jointly enforce and co-fund such enforcement, the Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce such Patents which is jointly prosecuted by the Parties; provided however, that Quanterix shall retain final decision-making authority over such enforcement activities. All monies recovered upon the final judgment or settlement of any such suit to enforce such Patents shall [***], and the Parties shall be liable [***] for any adverse costs arising from such proceedings subject to Section 12.4. 6.3.4. In the event that Quanterix does not wish to enforce a Patent against such infringement, Quanterix shall deliver prompt written notice thereof to bioMérieux. 6.3.5. In the event Quanterix delivers the written notice described in the previous Section 6.3.4 or if Quanterix has not initiated an infringement action against an alleged infringer in the Exclusive Field within sixty (60) days of receiving or sending the notice mentioned in Section 6.3.1, bioMérieux shall have the right, but not the obligation, at its sole expense and sole discretion, to seek such enforcement of such Patents against such potential infringement solely in the Exclusive Field and in consultation with Quanterix. If bioMérieux so elects to enforce any such Patents, Quanterix shall take such steps as are reasonable and necessary to enable bioMérieux to assume such right of pursuing the relevant infringer, and bioMérieux shall consult with Quanterix and all material decisions regarding such action shall be made with Quanterix’s consent. The Parties agree that the Quanterix Intellectual Property Rights may be licensed to Third Parties outside the Field or within the Co-Exclusive Field and any such action asserted under this Section 6.3.5 may require taking into account such other Third Party rights in the Quanterix Intellectual Property Rights and cooperation with such Third Parties. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Quanterix Intellectual Property Rights shall be entered into by bioMérieux without the prior written consent of Quanterix. bioMérieux shall not take any action during such litigation of any Quanterix Intellectual Property Rights that would adversely affect such rights, without Quanterix’s prior written consent. All monies recovered upon the final judgment or settlement of any such suit by bioMérieux to enforce such Patent under this Section 6.3.5 shall be retained by bioMérieux (subject to the payment of royalties under this Agreement in respect of any amounts recovered in respect of lost sales), and bioMérieux shall be liable for any adverse costs arising from such proceedings. 6.3.6. If, due to Quanterix withholding its consent in any case it is required under Section 6.3.5, bioMérieux cannot pursue the relevant infringer and the relevant infringement has a material adverse effect on bioMérieux’s sales or profitability, [***].

Enforcement of Intellectual Property. 6.3.1. In the event either Party becomes aware of infringement of Patents within Quanterix Intellectual Property Rights in the Field by a Third Party selling a product that competes with an Assay or System sold by bioMérieux, it will notify the other Party thereof without delay. Notwithstanding anything to the contrary in this Section 6.4, to the extent Tufts University has applicable rights under Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of the Tufts License, those provisions shall apply to the extent that Tufts exercises such rights. 6.3.2. Quanterix shall have the first right (but not the obligation), at its sole expense and sole discretion (subject to the provisions below), to control the enforcement or otherwise xxxxx such infringement. If it so elects, Quanterix shall use Commercially Reasonable Efforts to pursue the relevant infringers and enforce its rights under its Patents in the Field. 6.3.3. Prior to undertaking any such action, Quanterix shall notify bioMérieux in writing, and bioMérieux shall have the right to join as a party to such infringement proceedings and to jointly enforce such action by funding [***] of the costs of such action. If bioMérieux so elects to participate and jointly enforce and co-fund such enforcement, the Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce such Patents which is jointly prosecuted by the Parties; provided however, that Quanterix shall retain final decision-making authority over such enforcement activities. All monies recovered upon the final judgment or settlement of any such suit to enforce such Patents shall [***], and the Parties shall be liable [***] for any adverse costs arising from such proceedings subject to Section 12.4. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. 6.3.4. In the event that Quanterix does not wish to enforce a Patent against such infringement, Quanterix shall deliver prompt written notice thereof to bioMérieux. 6.3.5. In the event Quanterix delivers the written notice described in the previous Section 6.3.4 or if Quanterix has not initiated an infringement action against an alleged infringer in the Exclusive Field within sixty (60) days of receiving or sending the notice mentioned in Section 6.3.1, bioMérieux shall have the right, but not the obligation, at its sole expense and sole discretion, to seek such enforcement of such Patents against such potential infringement solely in the Exclusive Field and in consultation with Quanterix. If bioMérieux so elects to enforce any such Patents, Quanterix shall take such steps as are reasonable and necessary to enable bioMérieux to assume such right of pursuing the relevant infringer, and bioMérieux shall consult with Quanterix and all material decisions regarding such action shall be made with Quanterix’s consent. The Parties agree that the Quanterix Intellectual Property Rights may be licensed to Third Parties outside the Field or within the Co-Exclusive Field and any such action asserted under this Section 6.3.5 may require taking into account such other Third Party rights in the Quanterix Intellectual Property Rights and cooperation with such Third Parties. No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Quanterix Intellectual Property Rights shall be entered into by bioMérieux without the prior written consent of Quanterix. bioMérieux shall not take any action during such litigation of any Quanterix Intellectual Property Rights that would adversely affect such rights, without Quanterix’s prior written consent. All monies recovered upon the final judgment or settlement of any such suit by bioMérieux to enforce such Patent under this Section 6.3.5 shall be retained by bioMérieux (subject to the payment of royalties under this Agreement in respect of any amounts recovered in respect of lost sales), and bioMérieux shall be liable for any adverse costs arising from such proceedings. 6.3.6. If, due to Quanterix withholding its consent in any case it is required under Section 6.3.5, bioMérieux cannot pursue the relevant infringer and the relevant infringement has a material adverse effect on bioMérieux’s sales or profitability, [***].

Enforcement of Intellectual Property. 6.3.1. In Section 7.1 Each Party shall promptly bring to the event either Party becomes aware attention of infringement of Patents within Quanterix Intellectual Property Rights in the Field by a Third Party selling a product that competes with an Assay or System sold by bioMérieux, it will notify the other Party thereof without delay. Notwithstanding anything to any infringement, misappropriation or other violation of the contrary in this Section 6.4, Licensed IP by any Third Party of which it becomes aware (to the extent Tufts University it has applicable rights under Sections 7.1, 7.2, 7.3, 7.4 and 7.5 of the Tufts License, those provisions shall apply to the extent that Tufts exercises disclose such rights. 6.3.2information). Quanterix Licensors shall have the first right (but not the obligation), at its sole expense and sole discretion (subject to the provisions below), to control the enforcement or otherwise xxxxx such infringement. If it so elects, Quanterix shall use Commercially Reasonable Efforts to pursue the relevant infringers and enforce its rights under its Patents in the Field. 6.3.3. Prior to undertaking any such action, Quanterix shall notify bioMérieux in writing, and bioMérieux shall have the right to join as a party to such infringement proceedings and to jointly enforce such action by funding [***] of the costs of such action. If bioMérieux so elects to participate and jointly enforce and co-fund such enforcement, the Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce such Patents which is jointly prosecuted by the Parties; provided however, that Quanterix shall retain final decision-making authority over such enforcement activities. All monies recovered upon the final judgment or settlement of any such suit to enforce such Patents [***], and the Parties shall be liable [***] for any adverse costs arising from such proceedings subject to Section 12.4. 6.3.4. In the event that Quanterix does not wish to enforce a Patent against such infringement, Quanterix shall deliver prompt written notice thereof to bioMérieux. 6.3.5. In the event Quanterix delivers the written notice described in the previous Section 6.3.4 or if Quanterix has not initiated an infringement action against an alleged infringer in the Exclusive Field within sixty (60) days of receiving or sending the notice mentioned in Section 6.3.1, bioMérieux shall have the exclusive right, but not the obligation, to take enforcement Action against Third Parties after the Effective Date for infringement, misappropriation or other violation of the Licensed IP primarily outside the scope of the Xxxxxx Business, at its sole Licensors’ own expense and for Licensors’ own benefit. In the event of such enforcement Action, Licensors shall have the sole discretionright and discretion to select counsel and to conduct and control the litigation (including settlement thereof), and shall be solely entitled to any awards or sums resulting therefrom. Xxxxxx shall, at Licensors’ cost, provide any reasonable cooperation that is requested by Licensors in any such Actions, including being joined as a party thereto. Section 7.2 Xxxxxx shall have the exclusive right, but not the obligation, to seek take enforcement Action against Third Parties after the Effective Date for infringement, misappropriation or other violation of the Licensed IP that is primarily within the scope of the Xxxxxx Business, at Xxxxxx’x own expense and for Xxxxxx’x own benefit. In the event of such enforcement Action, Xxxxxx shall have the sole right and discretion to select counsel and to conduct and control the litigation (including settlement thereof), and shall be solely entitled to any awards or sums resulting therefrom. Licensors shall, at Xxxxxx’x cost, provide any reasonable cooperation that is requested by Licensors in any such Actions, including being joined as a party thereto. Section 7.3 If the Parties cannot agree that an infringement, misappropriation or other violation of the Licensed IP by any Third Party is subject to Section 7.1 or Section 7.2, Licensor(s) and Xxxxxx shall jointly discuss and agree to a strategy for enforcement of the Licensed IP, including selection of counsel, objectives, milestones, and cost-control. Such legal Action shall be in accordance with the following terms: (a) Licensor(s) shall file the enforcement Action, and prosecute the Action, in accordance with the agreed strategy. (b) Xxxxxx may have representatives and counsel appear at all hearings, depositions and settlement negotiations and review all filings at Xxxxxx’x expense. Licensor(s) shall give Xxxxxx reasonable prior notice of hearings, depositions, negotiations and filings. (c) Licensor(s) and Xxxxxx shall share all costs associated with the enforcement Action based in proportion to the size of each Party’s claim in the Action. (d) Within thirty (30) days after any payment in respect of such Patents against such potential infringement solely in Action or any judgment thereunder, (i) the Exclusive Field and in consultation with Quanterix. If bioMérieux so elects proceeds shall first be used to enforce any such Patents, Quanterix shall take such steps as are reasonable and necessary to enable bioMérieux to assume such right pay for the Parties’ costs of pursuing bringing the relevant infringerenforcement Action, and bioMérieux (ii) the applicable Licensor(s) shall consult with Quanterix and all material decisions regarding such action shall be made with Quanterix’s consent. The Parties agree then pay to Xxxxxx the portion that is attributable to the Quanterix Intellectual Property Rights may be licensed to Third Parties outside the Field infringement, misappropriation, or violation of Licensed IP within the Co-Exclusive Field and scope of the Xxxxxx Business. Licensor(s) shall not admit any such action asserted under this Section 6.3.5 may require taking into account such other Third Party rights in the Quanterix Intellectual Property Rights and cooperation liability with such Third Parties. No settlement of any such action or proceeding which restricts the scoperespect to, or adversely affects settle, compromise or discharge the enforceability, claim within the scope of any Quanterix Intellectual Property Rights shall be entered into by bioMérieux the Xxxxxx Business without the prior written consent of Quanterix. bioMérieux Xxxxxx, such consent not to be unreasonably withheld, conditioned or delayed. (e) If Xxxxxx elects not to participate in the enforcement Action, Licensors may proceed at their own expense and for their own benefit, and Xxxxxx’x obligations to reimburse costs and rights to the recovery shall not take apply. Xxxxxx shall, at Licensor’s cost, provide any action during reasonable cooperation that is requested by Licensors in any such litigation Actions, including by providing Licensors with reasonable access to Personnel and documents having information useful to the enforcement Action. (f) Xxxxxx shall not knowingly or intentionally aver or acknowledge contestable facts that Xxxxxx knows or should know will significantly weaken or reduce the claim, give rise to counterclaims involving another Party, or support a finding that the Licensed IP is invalid or unenforceable, except as required by applicable Law, (g) Notwithstanding any other term in this ARTICLE 7, no Party has any duty to initiate or maintain any Action or assert any position that it believes in good faith is contrary to the applicable facts or Law or exposes such Party to unreasonable risk of any Quanterix liability or loss of its Intellectual Property Rights based solely on the merits of the Action. Section 7.4 Licensor shall promptly bring to the attention of Xxxxxx any infringement, misappropriation or other violation of the Assigned IP by any Third Party of which it becomes aware (to the extent it has rights to disclose such information). For the avoidance of doubt, as between the Parties, Xxxxxx shall have the exclusive right, but not the obligation, to take enforcement Action against Third Parties after the Effective Date for infringement, misappropriation or other violation of the Assigned IP, and Licensors shall at Xxxxxx’x cost provide any reasonable cooperation that would adversely affect such rights, without Quanterix’s prior written consent. All monies recovered upon the final judgment or settlement of is requested by Xxxxxx in any such suit Actions. No Licensor shall knowingly or intentionally aver or acknowledge contestable facts that such Licensor knows or should know will significantly weaken or reduce the claim, give rise to counterclaims involving any member of the Xxxxxx Group or any of its Affiliates, or support a finding that the Assigned IP is invalid or unenforceable, except as required by bioMérieux to enforce such Patent under this Section 6.3.5 shall be retained by bioMérieux (subject to the payment of royalties under this Agreement in respect of any amounts recovered in respect of lost sales), and bioMérieux shall be liable for any adverse costs arising from such proceedingsapplicable Law. 6.3.6. If, due to Quanterix withholding its consent in any case it is required under Section 6.3.5, bioMérieux cannot pursue the relevant infringer and the relevant infringement has a material adverse effect on bioMérieux’s sales or profitability, [***].