Common use of Infringement Enforcement and Defense Clause in Contracts

Infringement Enforcement and Defense. 10.1 The Parties shall give prompt written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Property by a third party, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate the inventions claimed in the Patent Rights patent. 10.2 In the event either party becomes aware of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field by a third party, Nanofluidics at its sole expense may attempt to xxxxx such suspected infringement. Nanofluidics shall have the right, but shall not be obligated, to initiate and prosecute an infringement action at its own expense, in its own name and entirely under its own direction and control. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed Product. Nanofluidics will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTC. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 Notwithstanding anything herein to the contrary and absent IURTC’s prior written consent, Nanofluidics shall not settle or compromise any claim or action in a manner that imposes restrictions or obligations on IURTC, requires any financial payment by IURTC, or grants rights or concessions to a third party to Intellectual Property or a Licensed Product. 10.5 Nanofluidics will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) of its reasonable and necessary attorney’s fees and expenses incurred in abating, bringing, or defending against third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an action against a third party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Year. 10.6 If Nanofluidics fails or declines to take any action under Section 10.2 within a reasonable time after learning of third party infringement or unfair trade practices, IURTC shall have the right, but not the obligation, to take appropriate actions against any such third party at its own expense. If Nanofluidics fails to defend a claim or action under Section 10.3 within twenty (20) days of learning of the same, IURTC may assume the defense at its own expense for the account of and at the risk of Nanofluidics and any resulting liability will be deemed conclusively to be a liability of Nanofluidics.

Infringement Enforcement and Defense. 10.1 The Parties shall give prompt written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Patent Rights or unauthorized use of the Tangible Research Property or Technical Information by a third party, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate the inventions claimed in party. 10.2 CDI at its sole expense will attempt to xxxxx any infringement of the Patent Rights patent. 10.2 In the event either party becomes aware or unauthorized use of a suspected infringement of the Intellectual Tangible Research Property that is of substantial commercial significance in the Field or Technical Information by a third party. Upon receipt of IURTC’s written consent, Nanofluidics at its sole expense such consent not to be unreasonably withheld, CDI may attempt to xxxxx such suspected infringement. Nanofluidics shall have the right, but shall not be obligated, to initiate and prosecute an actions in IURTC’s name against third parties for infringement action at its own expense, in its own name and entirely under its own direction and control. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed Product. Nanofluidics will have the right to conduct the defense of such actions and/or unfair trade practices through outside counsel of its choice who are reasonably acceptable to IURTC. Nanofluidics CDI shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics CDI in defending prosecuting any such actions. In CDI will pay to IURTC (****)% of any recovery or settlement from any action, after the costs of the enforcement action have been deducted. 10.3 CDI at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against CDI and/or IURTC arising from or relating to Intellectual Property or a Licensed Product. CDI will have the right to conduct the defense of such eventactions through outside counsel of its choice who are reasonably acceptable to IURTC. CDI shall consult with IURTC prior to and in conjunction with all significant issues, Nanofluidics shall also be entitled keep IURTC informed of all proceedings, and shall provide copies to IURTC of all recoveries pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to CDI in defending any such actions. 10.4 Notwithstanding anything herein to the contrary and absent IURTC’s prior written consent, Nanofluidics CDI shall not settle or compromise any claim or action in a manner that imposes restrictions or obligations on IURTC, requires any financial payment by IURTC, or grants rights or concessions to a third party to Intellectual Property or a Licensed Product. 10.5 Nanofluidics CDI will be entitled to offset against royalties and fees due under Sections 5.3 and 5.4 and 5.5 fifty (****) percent (50%****) of its reasonable and necessary attorney’s fees and expenses incurred in abating, bringing, or defending against third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an action against a third party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC be reduced by more than fifty (****) percent (50%****) in any Calendar YearHalf. 10.6 If Nanofluidics CDI fails or declines to take any action under Section 10.2 within a reasonable time after learning of third party infringement or unfair trade practices, IURTC shall have the right, but not the obligation, to take appropriate actions against any such third party at its own expenseparty. If Nanofluidics CDI fails to defend a claim or action under Section 10.3 within twenty (20) days of learning of the same, IURTC may assume the defense at its own expense for the account of and at the risk of Nanofluidics CDI and any resulting liability will be deemed conclusively to be a liability of NanofluidicsCDI. In either case, CDI’s failure or refusal to act shall be considered a material breach of this Agreement. IURTC may terminate this Agreement according to Article 13.2 if CDI refuses to act to xxxxx third party infringement.

Infringement Enforcement and Defense. 10.1 The Parties shall 8.1 This license includes the right, revocable by WU, to bring actions in WU's name to enforce the Intellectual Property rights against third parties or to defend the same in WU's name against claims by third parties, subject to the terms and conditions set forth in this Agreement 8.2 WU and SIGA will immediately give prompt to the other written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Patent Rights or unauthorized use of the Tangible Research Property or Technical Information by a third partyparties. 8.3 SIGA at its sole expense, and if SIGA is the sole licensee (b) or prorated with other licensees if any), will attempt to xxxxx any claim that a Licensed Product infringes the intellectual property rights infringement of a third party that dominate the inventions claimed in the Patent Rights patent. 10.2 In or unauthorized use of Tangible Research Property or Technical Information by third parties. SIGA has the event either party becomes aware right to institute and conduct actions against third parties for infringement and unfair trade practices through outside counsel of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field by a third party, Nanofluidics at its sole expense may attempt choice who are reasonably acceptable to xxxxx such suspected infringementWU. Nanofluidics shall have the right, but shall not be obligated, to initiate and prosecute an infringement action at its own expense, in its own name and entirely under its own direction and control. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall SIGA will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC WU will provide reasonable assistance to Nanofluidics SIGA in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics 8.4 SIGA at its sole expense shall will defend third party claims for (a) of patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, death or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed ProductSIGA and/or WU. Nanofluidics SIGA will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTCWU. Nanofluidics shall consult with IURTC prior to WU will provide all reasonable assistance for the defense of such claims and in conjunction with all significant issues, shall SIGA will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings, legal analyses, pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 8.5 If more than one nonexclusive licensee participates in bringing or defending an action under this Article, then the costs and fees for such action will be shared pro-rata among such licensees. 8.6 Notwithstanding anything stated herein to the contrary and absent IURTC’s prior written consentcontrary, Nanofluidics shall SIGA will not be permitted to settle or compromise any claim or action in a manner that imposes may impose restrictions or obligations on IURTC, requires any financial payment by IURTC, WU or grants grant rights or concessions to a third party to Intellectual Property or a Licensed ProductProducts without WU's prior written consent. 10.5 Nanofluidics 8.7 SIGA will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) % of its reasonable and necessary attorney’s 's fees and expenses incurred in abating, bringing, or defending against third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an action against a third party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Year. 10.6 If Nanofluidics fails or declines to take any action under Section 10.2 within a reasonable time after learning of abating third party infringement or unfair trade practicespractices or bringing or defending any action against third parties under this Article, IURTC shall have against the right, but not the obligation, to take appropriate actions against any such third party at its own expense. If Nanofluidics fails to defend a claim or action royalties due under Section 10.3 within twenty (20) days of learning of the same, IURTC may assume the defense at its own expense for the account of Sections 4.4 and at the risk of Nanofluidics and any resulting liability will be deemed conclusively to be a liability of Nanofluidics4.5.

Infringement Enforcement and Defense. 10.1 The Parties shall license granted herein includes the revocable right to bring actions in WU's name to enforce the Patent Rights against third parties or to defend the Patent Rights in WU"s name against claims by third parties, subject to the terms and conditions set forth in this Agreement 10.2 WU and Aspen will promptly give prompt to the other written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Property by a third party, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate the inventions claimed in the Patent Rights patentor unauthorized use of the Tangible Research Property or Technical Information by third parties. 10.2 In the event either party becomes aware of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field by a third party, Nanofluidics 10.3 Aspen at its sole expense may will attempt to xxxxx such suspected infringementabate any infringement of the Patent Rights or unauthorized usx xx Tangible Research Property or Technical Information by third parties as it relates to the rights provided under this Agreement. Nanofluidics shall Aspen will have the right, but shall not be obligated, right to initiate institute and prosecute an conduct actions against third parties for infringement action at and unfair trade practices through outside counsel of its own expense, in its own name and entirely under its own direction and controlchoice who are reasonably acceptable to WU. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall Aspen will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC WU will provide reasonable assistance to Nanofluidics Aspen in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics 10.4 Aspen at its sole expense shall will defend third party claims for (a) of patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, death or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed ProductAspen and/or WU. Nanofluidics Aspen will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTCWU. Nanofluidics shall consult with IURTC prior to WU will provide all reasonable assistance for the defense of such claims and in conjunction with all significant issues, shall Aspen will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings, legal analyses, pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 10.5 Notwithstanding anything stated herein to the contrary and absent IURTC’s prior written consentcontrary, Nanofluidics shall Aspen will not be permitted to settle or compromise any claim or action in a manner that imposes may impose restrictions or obligations on IURTC, requires any financial payment by IURTC, WU or grants grant rights or concessions to a third party to Intellectual Property or a Licensed ProductProducts without WU's prior written consent. 10.5 Nanofluidics 10.6 Aspen will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) % of its reasonable and necessary attorney’s 's fees and expenses incurred in abating, bringing, or defending against abating third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an any action against a third party parties under this Article, providedagainst the royalties due under Section 5.4 and the fees due under Section 5.5, however, that in no event shall subject to the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Yearrestriction of Section 5.7. 10.6 10.7 If Nanofluidics Aspen fails or declines to take any action under Section 10.2 10.3 within a reasonable time after learning receiving notice of third party infringement or unfair trade practices, IURTC shall then WU will have the right, but not the obligation, to take appropriate actions against any such third party at its own expenseparties. If Nanofluidics Aspen fails to defend a claim or action under Section 10.3 within twenty (20) thirty days of learning receiving notice of the same, IURTC WU may assume the defense at its own expense for the account of and at the risk of Nanofluidics Aspen and any resulting liability will be deemed conclusively to be a liability of NanofluidicsAspen. In either case, the failure or declination of Aspen to act will result in the immediate loss of Aspen's license rights under this Agreement in the country or territory in which the unabated infringement or undefended third party claim or action pertains.

Infringement Enforcement and Defense. 10.1 The Parties shall 8.1 This license includes the right, revocable by WU, to bring actions in WU's name to enforce the Intellectual Property rights against third parties or to defend the same in WU's name against claims by third parties, subject to the terms and conditions set forth in this Agreement. 8.2 WU and SIGA will immediately give prompt to the other written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Patent Rights or unauthorized use of the Tangible Research Property or Technical Information by a third partyparties. 8.3 SIGA at its sole expense, and if SIGA is the sole licensee (b) or prorated with other licensees if any), will attempt to xxxxx any claim that a Licensed Product infringes the intellectual property rights infringement of a third party that dominate the inventions claimed in the Patent Rights patent. 10.2 In or unauthorized use of Tangible Research Property or Technical Information by third parties. SIGA has the event either party becomes aware right to institute and conduct actions against third parties for Infringement and unfair trade practices through outside counsel of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field by a third party, Nanofluidics at its sole expense may attempt choice who are reasonably acceptable to xxxxx such suspected infringementWU. Nanofluidics shall have the right, but shall not be obligated, to initiate and prosecute an infringement action at its own expense, in its own name and entirely under its own direction and control. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall SIGA will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC WU will provide reasonable assistance to Nanofluidics SIGA in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics 8.4 SIGA at its sole expense shall will defend third party claims for (a) of patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, death or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed ProductSIGA and/or WU. Nanofluidics SIGA will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTCWU. Nanofluidics shall consult with IURTC prior to WU will provide all reasonable assistance for the defense of such claims and in conjunction with all significant issues, shall SIGA will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings, legal analyses, pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 8.5 If more than one nonexclusive licensee participates in bringing or defending an action under this Article, then the costs and fees for such action will be shared pro-rata among such licensees. 8.6 Notwithstanding anything stated herein to the contrary and absent IURTC’s prior written consentcontrary, Nanofluidics shall SIGA will not be permitted to settle or compromise any claim or action in a manner that imposes may impose restrictions or obligations on IURTC, requires any financial payment by IURTC, WU or grants grant rights or concessions to a third party to Intellectual Property or a Licensed ProductProducts without WU's prior written consent. 10.5 Nanofluidics 8.7 SIGA will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) % of its reasonable and necessary attorney’s 's fees and end expenses incurred in abating, bringing, or defending against third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an action against a third party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Year. 10.6 If Nanofluidics fails or declines to take any action under Section 10.2 within a reasonable time after learning of abating third party infringement or unfair trade practicespractices or bringing or defending any action against third parties under this Article, IURTC shall have against the right, but not the obligation, to take appropriate actions against any such third party at its own expense. If Nanofluidics fails to defend a claim or action royalties due under Section 10.3 within twenty (20) days of learning of the same, IURTC may assume the defense at its own expense for the account of Sections 4.4 and at the risk of Nanofluidics and any resulting liability will be deemed conclusively to be a liability of Nanofluidics4.5.

Infringement Enforcement and Defense. 10.1 The Parties shall Throughout the Term of this Agreement, each of WU and Licensee agree to give the other prompt written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Patent Rights or unauthorized use or disclosure of the Technical Information and/or Tangible Research Property by a third partyin the Territory, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate the inventions claimed in the Patent Rights patentparty. 10.2 In the event either party becomes aware of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field by a third party, Nanofluidics at its sole expense may attempt to xxxxx such suspected infringement. Nanofluidics shall Licensee will have the right, but shall not be obligatedthe obligation, at its sole expense, to promptly stop any infringement of the Patent Rights in the Territory and in the Field. Upon receipt of XX’x written consent, such consent not to be unreasonably withheld, Licensee may initiate and prosecute an infringement action at its own expense, actions in its own name or, if required by law, in XX’x name against third parties for infringement of the Patent Rights in the Territory and entirely under its own direction and controlin the Field through outside counsel of Licensee’s choice who are reasonably acceptable to XX. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics Licensee shall consult with IURTC WU prior to and in conjunction with all significant issues, shall keep IURTC XX informed of all proceedings, and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed Product. Nanofluidics will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTC. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC WU of all pleadings, legal analyses, and other papers related to such actions. IURTC XX will provide reasonable assistance to Nanofluidics Licensee in defending prosecuting any such actions, at Licensee’s sole cost and expense. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 Notwithstanding anything herein to the contrary and absent IURTC’s prior written consent, Nanofluidics shall not settle or compromise any claim or action in a manner that imposes restrictions or obligations on IURTC, requires any financial payment by IURTC, or grants rights or concessions to a third party to Intellectual Property or a Licensed Product. 10.5 Nanofluidics will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) of its reasonable and necessary attorney’s fees and expenses incurred in abating, bringing, or defending against third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an action against a third party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Year. 10.6 If Nanofluidics Licensee fails or declines to take any action under this Section 10.2 within a reasonable time after learning of third party the infringement of the Patent Rights, WU shall have the right (but not the obligation) to take appropriate actions including, without limitation, filing its own action. Licensee will provide reasonable assistance to XX in prosecuting, resolving and/or settling any such actions, at XX’x sole cost and expense. Any recovery obtained by XX as a result of such proceeding or unfair trade practicesother actions, IURTC whether obtained by settlement or otherwise, shall be allocated in the following order of priority until all of the recovery has been allocated: (1) reasonable expenses incurred by XX, including costs and reasonable attorneys' fees; (2) reasonable expenses incurred by Licensee in assisting in such action (including reasonable attorneys' fees); and (3) the remainder to XX. 10.3 In the event that Licensee or its Affiliate challenges the validity or enforceability of any of the Licensed Patents in any forum through any means, or otherwise indicate the payment of any royalty due under this Agreement is made under protest or with any objection, Licensee agrees that WU shall have the right, but not the obligation, in addition to take appropriate actions against any other remedy it may have available to it at law and/or in equity, to terminate this Agreement upon providing thirty (30) days prior written notice of the same to Licensee, during which time Licensee or its Affiliate may remediate the challenge. XX in response to such third party at challenge by Licensee may seek redress in any court of competent jurisdiction in its own expense. If Nanofluidics fails sole discretion notwithstanding Section 10 or any other provision of this Agreement. 10.4 Notwithstanding anything in this Agreement to defend a the contrary, Licensee may not, without the advanced written consent of WU (such consent not to be unreasonably withheld, conditioned, or delayed), settle, compromise, or otherwise enter into any form of settlement (or other similar agreement) regarding any claim or action brought under this Section 10.3 within twenty that either (20a) days admits liability on the part of learning WU; (b) negatively affects the rights of XX or imposes any liability, restrictions, or obligation upon WU; (c) requires any financial payment by XX; and/or (d) grants rights or concessions to a third party to the Patent Rights or any Licensed Products. 10.5 WU shall have the exclusive right (but not the obligation) to institute legal action against any third party arising out of such third party’s actual or threatened infringement or misappropriation of the sameTechnical Information, IURTC may assume and XX shall retain any and all proceeds from any such actions. Licensee shall have no right to make any demands or claims, bring suit, effect any settlements or take any other action with respect to any such infringement or misappropriation without the defense at prior written consent of WU. 10.6 If Licensee obtains any value, payment, or compensation of any type or kind, including all forms of non-cash consideration, as a result of any claim brought by Licensee pursuant to this Section, Licensee shall pay to WU, after first deducting its own expense for costs, such as attorneys’ fees and expert witness fees, a percentage of the account remainder of any such proceeds equal to the Patent Royalty Rate of any such value, payment, and at compensation, including the risk fair market value of Nanofluidics and any resulting liability will be deemed conclusively to be a liability non-cash forms of Nanofluidicsconsideration.

Infringement Enforcement and Defense. 10.1 The Parties shall license granted herein includes the revocable right to bring actions in WU's name to enforce the Patent Rights against third parties or to defend the Patent Rights in WU's name against claims by third parties, subject to the terms and conditions set forth in this Agreement, and with the understanding that WU may exercise its right of revocation only if, in its reasonable judgment, MitoKor abuses its right to bring actions or defend the Patent Rights set forth in this Section 10.1. 10.2 WU and MitoKor will promptly give prompt to the other written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Property Patent Rights or unauthorized use of the Technical Information by a third party, and (b) parties. 10.3 MitoKor and/or Sublicensees at their sole expense will have the right to xxxxx any claim that a Licensed Product infringes the intellectual property rights infringement of a third party that dominate the inventions claimed in the Patent Rights patent. 10.2 In the event either party becomes aware or unauthorized use of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field Technical Information by a third party, Nanofluidics at its sole expense may attempt to xxxxx such suspected infringementparties. Nanofluidics shall MitoKor will have the right, but shall not be obligated, right to initiate institute and prosecute an conduct actions against third parties for infringement action at and unfair trade practices through outside counsel of its own expense, in its own name and entirely under its own direction and controlchoice who or are reasonably acceptable to WU. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall MitoKor will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC WU will provide reasonable assistance to Nanofluidics MitoKor in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics 10.4 MitoKor at its sole expense shall will defend third party claims for (a) of patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, death or product liability brought against Nanofluidics and IURTC arising from MitoKor and/or WU if a claim is brought against WU as a result of MitoKor’s use of the Patent Rights or relating to Intellectual Property or a Licensed ProductTechnical Information under this Agreement. Nanofluidics MitoKor will have the right to conduct the defense of such actions through outside counsel of its choice who or are reasonably acceptable to IURTCWU. Nanofluidics shall consult with IURTC prior to WU will provide all reasonable assistance for the defense of such claims and in conjunction with all significant issues, shall MitoKor will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings, legal analyses, pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 10.5 Notwithstanding anything stated herein to the contrary and absent IURTC’s prior written consentcontrary, Nanofluidics shall MitoKor will not be permitted to settle or compromise any claim or action in a manner that imposes may impose restrictions or obligations on IURTC, requires any financial payment by IURTC, WU or grants grant rights or concessions to a third party to Intellectual Property or a Licensed ProductProducts without WU's prior written consent. 10.5 Nanofluidics 10.6 MitoKor will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) % of its reasonable and necessary attorney’s 's fees and expenses incurred in abating, bringing, or defending against abating third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an any action against a third party parties under this Article, providedagainst the royalties due under Section 5.1 and the fees due under Section 5.1, however, that in no event shall subject to the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Yearrestriction of Section 5.6. 10.6 10.7 If Nanofluidics fails MitoKor or declines its Sublicensees fail or decline to take any action under Section 10.2 10.3 within a reasonable time after learning receiving notice of third party infringement or unfair trade practices, IURTC shall then WU will have the right, but not the obligation, to take appropriate actions against any such third party at its own expenseparties. If Nanofluidics fails MitoKor or its Sublicensees fail to defend a claim or action under Section 10.3 within twenty (20) sixty days of learning receiving notice of the same, IURTC same WU may assume the defense at its own expense for the account of and at the risk of Nanofluidics MitoKor and any resulting liability will be deemed conclusively to be a liability of NanofluidicsMitoKor.

Infringement Enforcement and Defense. 10.1 The Parties shall give prompt written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Property Patent Rights or unauthorized use of the Technical Information by a third party, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate the inventions claimed in party. 10.2 ANDARA at its sole expense will attempt to xxxxx any infringement of the Patent Rights patent. 10.2 In the event either party becomes aware or unauthorized use of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field Technical Information by a third party. Upon receipt of IURTC's written consent, Nanofluidics at its sole expense such consent not to be unreasonably withheld, ANDARA may attempt to xxxxx such suspected infringement. Nanofluidics shall have the right, but shall not be obligated, to initiate and prosecute an actions in IURTC's name against third parties for infringement action at its own expense, in its own name and entirely under its own direction and control. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed Product. Nanofluidics will have the right to conduct the defense of such actions Patent Rights through outside counsel of its choice who are reasonably acceptable to IURTC. Nanofluidics ANDARA shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC of all pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics ANDARA in defending prosecuting any such actions. 10.3 ANDARA at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against ANDARA and/or IURTC arising from or relating to Intellectual Property or a Licensed Product. In ANDARA will have the right to conduct the defense of such eventactions through outside counsel of its choice who are reasonably acceptable to IURTC. ANDARA shall consult with IURTC prior to and in conjunction with all significant issues, Nanofluidics shall also be entitled keep IURTC informed of all proceedings, and shall provide copies to IURTC of all recoveries pleadings, legal analyses, and other papers related to such actions. IURTC will provide reasonable assistance to ANDARA in defending any such actions. 10.4 Notwithstanding anything herein to the contrary and absent IURTC’s 's prior written consent, Nanofluidics ANDARA shall not settle or compromise any claim or action in a manner that *** Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. imposes restrictions or obligations on IURTC, requires any financial payment by IURTC, or grants rights or concessions to a third party to Intellectual Property or a Licensed Product. 10.5 Nanofluidics will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) of its reasonable and necessary attorney’s fees and expenses incurred in abating, bringing, or defending against third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an action against a third party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Year. 10.6 If Nanofluidics ANDARA fails or declines to take any action under Section Article 10.2 within a reasonable time after learning of third party infringement or unfair trade practicesof the Patent Rights, IURTC shall have the right, but not the obligation, to take appropriate actions against any such third party at its own expenseparty. If Nanofluidics ANDARA fails to timely defend a claim or action under Section 10.3 within twenty (20) days of learning of the sameArticle 10.3, IURTC may assume the defense at its own expense for the account of and at the risk of Nanofluidics ANDARA and any resulting liability will be deemed conclusively to be a liability of NanofluidicsANDARA.

Infringement Enforcement and Defense. 10.1 11.1 The Parties shall license granted herein includes the revocable right to bring actions in WU’s name to enforce the Patent Rights against third parties or to defend the Patent Rights in WU”s name against claims by third parties, subject to the terms and conditions set forth in this Agreement 11.2 WU and Aspen will promptly give prompt to the other written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Property by a third party, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate the inventions claimed in the Patent Rights patentor unauthorized use of the Tangible Research Property or Technical Information by third parties. 10.2 In the event either party becomes aware of a suspected infringement of the Intellectual Property that is of substantial commercial significance in the Field by a third party, Nanofluidics 11.3 Aspen at its sole expense may will attempt to xxxxx such suspected infringementany infringement of the Patent Rights or unauthorized use of Tangible Research Property or Technical Information by third parties as it relates to the rights provided under this Agreement. Nanofluidics shall Aspen will have the right, but shall not be obligated, right to initiate institute and prosecute an conduct actions against third parties for infringement action at and unfair trade practices through outside counsel of its own expense, in its own name and entirely under its own direction and controlchoice who are reasonably acceptable to WU. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall Aspen will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC WU will provide reasonable assistance to Nanofluidics Aspen in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics 11.4 Aspen at its sole expense shall will defend third party claims for (a) of patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, death or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed ProductAspen and/or WU. Nanofluidics Aspen will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTCWU. Nanofluidics shall consult with IURTC prior to WU will provide all reasonable assistance for the defense of such claims and in conjunction with all significant issues, shall Aspen will keep IURTC WU informed of all proceedings, proceedings and shall provide copies to IURTC of all pleadings, legal analyses, pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in any such actions. 10.4 11.5 Notwithstanding anything stated herein to the contrary and absent IURTC’s prior written consentcontrary, Nanofluidics shall Aspen will not be permitted to settle or compromise any claim or action in a manner that imposes may impose restrictions or obligations on IURTC, requires any financial payment by IURTC, WU or grants grant rights or concessions to a third party to Intellectual Property or a Licensed ProductProducts without WU's prior written consent. 10.5 Nanofluidics 11.6 Aspen will be entitled to offset against royalties and fees due under Sections 5.4 and 5.5 fifty percent (50%) % of its reasonable and necessary attorney’s 's fees and expenses incurred in abating, bringing, or defending against abating third party claims of infringement or unfair trade practices against Intellectual Property, or in bringing or defending an any action against a third party parties under this Article, providedagainst the royalties due under Section 5.4 and the fees due under Section 5.5, however, that in no event shall subject to the royalty and fee payments due to IURTC be reduced by more than fifty percent (50%) in any Calendar Yearrestriction of Section 5.7. 10.6 11.7 If Nanofluidics Aspen fails or declines to take any action under Section 10.2 10.3 within a reasonable time after learning receiving notice of third party infringement or unfair trade practices, IURTC shall then WU will have the right, but not the obligation, to take appropriate actions against any such third party at its own expenseparties. If Nanofluidics Aspen fails to defend a claim or action under Section 10.3 within twenty (20) thirty days of learning receiving notice of the same, IURTC WU may assume the defense at its own expense for the account of and at the risk of Nanofluidics Aspen and any resulting liability will be deemed conclusively to be a liability of NanofluidicsAspen. In either case, the failure or declination of Aspen to act will result in the immediate loss of Aspen’s license rights under this Agreement in the country or territory in which the unabated infringement or undefended third party claim or action pertains.

Infringement Enforcement and Defense. 10.1 The Parties shall give prompt written notice (the “Infringement Notice”) to each other of (a) any known or suspected infringement of the Intellectual Property Patent Rights in respect of Licensed Products by a third partyThird Party, and (b) any claim that a Licensed Product infringes the intellectual property rights of a third party that dominate Third Party. 10.2 Modigene shall have the inventions claimed in first right, but not the obligation, to attempt to xxxxx any infringement, of the Patent Rights patent. 10.2 In the event either party becomes aware in respect of Licensed Products by a suspected infringement of the Intellectual Property that is of substantial commercial significance Third Party in the Field by a third party, Nanofluidics at its sole expense may attempt to xxxxx such suspected infringementand Territory. Nanofluidics Modigene shall have the right, but shall not be obligatedobligated to xxx, prosecute, take action against, oppose, enter ex party or inter party actions, defend any reexamination, interferences, oppositions of the Patent Rights; and any and all misappropriations, conveyances, uses, and/or transfers of Patent Rights to Third Parties and in furtherance of such right at its own expense through outside counsel of its choice. Before commencing such action, Modigene shall consult with WU and shall give careful consideration to the views of WU regarding the advisability of the proposed action and its potential effects on the WU’s interests. Modigene may initiate and prosecute an actions in WU’s name against Third Parties for such infringement action at and/or unfair trade practices through outside counsel of its own expense, in its own name and entirely under its own direction and controlchoice who are reasonably acceptable to WU. In such event, Nanofluidics shall also be entitled to all recoveries in any such action or proceeding. Nanofluidics Modigene shall consult with IURTC WU prior to and in conjunction with all significant issues, shall keep IURTC WU informed of all proceedings, and shall provide copies to IURTC of all pleadings and other papers related to such actions. IURTC will provide reasonable assistance to Nanofluidics in prosecuting any such actions, and shall lend its name to such actions or proceedings if requested by Nanofluidics or required by law. IURTC shall have the right to participate and be represented in any such actions or proceedings by its own counsel at its own expense. 10.3 Nanofluidics at its sole expense shall defend third party claims for (a) patent or intellectual property infringement and injury, and (b) death, bodily injury, property damage, damage to business, or product liability brought against Nanofluidics and IURTC arising from or relating to Intellectual Property or a Licensed Product. Nanofluidics will have the right to conduct the defense of such actions through outside counsel of its choice who are reasonably acceptable to IURTC. Nanofluidics shall consult with IURTC prior to and in conjunction with all significant issues, shall keep IURTC informed of all proceedings, and shall provide copies to IURTC WU of all pleadings, legal analyses, and other papers related to such actions. IURTC WU will provide reasonable assistance to Nanofluidics Modigene in defending any such actions. In such event, Nanofluidics shall also be entitled to all recoveries in prosecuting any such actions. 10.4 10.3 Notwithstanding anything herein to the contrary and absent IURTCWU’s prior written consentconsent which shall not be unreasonable withheld, Nanofluidics Modigene shall not settle or compromise any claim or action in a manner that imposes restrictions or obligations on IURTCWU, requires any financial payment by IURTCWU, or grants grant rights or concessions to a third party Third Party to Intellectual Property Patent Rights or a Licensed Product. 10.5 Nanofluidics 10.4 Modigene will be entitled to offset against earned royalties and fees Sublicensing Revenue due under Sections 5.4 and 5.5 fifty percent (50%) of its hereof, 10.4.1 All reasonable and necessary attorney’s 's fees and expenses incurred in abating, bringing, or defending against third party Third Party claims of infringement or unfair trade practices against Intellectual PropertyPatent Rights in respect of Licensed Products, or in bringing or defending an action against a third party Third Party under this Article, provided, however, that in no event shall the royalty and fee payments due to IURTC WU be reduced by more than fifty percent (50%) in any Calendar Half Year. In such an event the portion of such attorney’s fees and expenses not included shall be credited to the year after and thereafter until such amount is zero; 10.4.2 In the event that, at any time prior to the date of expiration or invalidity of the last to expire of any WU patent with the Patent Rights containing a Valid Claim which covers the sale of a Licensed Product in said country, Modigene is required, for the purpose of Developing or Commercializing said Licensed Product in a particular country, to obtain from a Third Party a license relating to the subject matter of a WU patent within the Patent Rights, then Modigene shall have the right to off set fifty percent (50%) of said royalties and Sublicensing Revenue payable by Modigene to such Third Party against the royalties and Sublicensing Revenue that would otherwise be due to WU; provided, however, that in no event shall the royalty and fee payments due to WU be reduced by more than fifty percent (50%) in any Calendar Half Year. 10.6 10.5 If Nanofluidics Modigene fails or declines to take any action under Section 10.2 within a reasonable time after learning of third party Third Party infringement or unfair trade practicespractices in respect of Licensed Products, IURTC WU shall have the right, but not the obligation, to take appropriate actions against any such third party at its own expenseThird Party. If Nanofluidics Modigene fails to defend a claim or action under Section 10.3 10 within one hundred twenty (20120) days of learning of the same, IURTC WU may assume the defense at its own expense for sole costs and expenses. WU shall keep Modigene informed of all proceedings, and shall provide copies to Modigene of all pleadings, legal analyses, and other papers related to such actions. Modigene will provide reasonable assistance to WU in prosecuting any such actions. 10.6 Any award paid by Third Parties as the account result of such proceedings (whether by way of settlement or otherwise) shall first be applied to reimbursement of the unreimbursed legal fees and at expenses incurred by either Party and then the risk of Nanofluidics and any resulting liability will remainder shall be deemed conclusively to be a liability of Nanofluidicsdivided based on the Sublicensing terms in Section 5.