Common use of Infringement of Licensed Patents Clause in Contracts

Infringement of Licensed Patents. Each Party will notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any Licensed Patents or Licensed Know-How, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee shall have the first right (itself or through others), but not the obligation, to respond to, defend, and enforce any actions or suits relating to the Licensed Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be [***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to do so. In the event of enforcement by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [***]. Neither Party shall enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possession.

Infringement of Licensed Patents. Each (a) During the License Term, if either Party will or any of its Affiliates or Permitted Sublicensees becomes aware of any actual or threatened infringement of any Licensed Patents based on the manufacture, sale, offer for sale, or importation of a Licensed Product by a third party in North America or any claim that a Licensed Patent is invalid or unenforceable, such Party or its Affiliates or Permitted Sublicensees shall promptly notify the other Party promptly in writing upon becoming writing. In addition, if Alliant or any of its Affiliates or Permitted Sublicensees becomes aware of any alleged actual or threatened infringement, misappropriation, or violation by a Third Party infringement of any Licensed Patents Technology or the Licensed Know-HowDevelopment Technology, Alliant or its Permitted Sublicensees (as applicable) shall promptly notify BioMarin and will provide Ascent in writing as required by the other Party with all available evidence supporting such infringement Ascent License. (b) BioMarin or suspected infringement. Licensee its licensor or Affiliate (as applicable) shall have the first right (itself or through others)right, but not the obligation, to respond toinitiate and conduct legal proceedings to enforce or defend the Licensed Patents; provided, defendhowever, that if the proceeding takes place after the Acquisition Date and involves Licensed Patents (other than those licensed by Cima to BioMarin under the Cima License) (collectively, “BioMarin Enforced Patents”), Alliant shall have the right to participate in any such action involving BioMarin Enforced Patents at its expense. If Alliant participates in any such action, BioMarin or its Affiliate shall have sole control of the conduct of any such action which it brings, provided that Alliant shall have the right to provide ongoing comments and advice regarding its position in such action, which comments shall be considered in good faith by BioMarin. Alliant and its Permitted Sublicensees shall, at the request and expense of BioMarin or its licensors or Affiliates, cooperate and provide reasonable assistance in any action described involving actual or threatened infringement of any Licensed Patents, Licensed Technology, or Licensed Development Technology referenced in this Section 11.2, and enforce any actions if required by law, join such action. Any recovery or suits relating compensation resulting from such proceeding, including without limitation non-monetary rights, shall being entirely to BioMarin or its Affiliates or its licensors (as applicable). (c) During the License Term after the Acquisition Date, if (i) BioMarin or its Affiliates fail to take action against such threatened or actual infringement of the BioMarin Enforced Patents or to defend the BioMarin Enforced Patents within a reasonable period of no longer than ninety (90) calendar days from the date of receipt of written notice from Alliant with sufficient evidence of infringement, (ii) within such period of time, and no later than five (5) Business Days prior to the Licensed Patents applicable deadline, BioMarin or any its Affiliates has not provided a commercially reasonable position for failing to take such action, and (iii) Alliant may request that BioMarin grant Alliant the right to enforce the BioMarin Enforced Patent, which request will not be unreasonably denied, and if the request is granted, Alliant may thereafter take such action as it deems necessary to enforce its rights in and to the Licensed Know-How against any infringementBioMarin Enforced Patent, misappropriation or violation or alleged infringementincluding, misappropriation or violation thereof in without limitation, the Field in right, but not the Territory. Licensee mayobligation, to bring, at its own expense, institute suit in an infringement action or file any other appropriate action or claim related to infringement of the Territory BioMarin Enforced Patent against any infringer or alleged infringer (or violator) third party. BioMarin shall, at the request and control expense of Alliant, cooperate and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its provide reasonable and documented, out-of-pocket costs may be [***]. WuXi Biologics shall reasonably cooperate assistance in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim action described in this Section 5.3 that would admit to the invalidityand, narrowing of scope or unenforceability of the Licensed Patentsif required by law, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any join such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to do soaction. In such events, the event of expenses for enforcement will be borne by WuXi BiologicsAlliant, Licensee will reasonably cooperate in and any recovery or compensation resulting from such litigationproceeding, including without limitationlimitation non-monetary rights, joining any shall belong entirely to Alliant, provided that such suit if needed third party infringer will be treated as a Permitted Sublicensee solely for purposes of calculating the amount payable to provide standingBioMarin and Alliant will pay BioMarin the Sublicense Revenue and the royalties based on the amount recovered from such third party, net of the expenses of enforcement borne by Alliant . WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [***]. Neither Party Alliant shall enter into not settle or accept any settlement of from any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, third party without the other Party’s prior written consent. In any suitconsent of BioMarin, action which consent shall not be unreasonably withheld or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessiondelayed.

Infringement of Licensed Patents. Each In the event that either Party will notify the other Party promptly in writing upon becoming becomes aware of any alleged infringement or threatened infringement, misappropriation, or violation suspected infringement of any Licensed Patent by a Third Party relating to any product that includes Compound and competes or could compete with a Licensed Product [*] where SLI is maintaining and prosecuting Licensed Patents, then it shall promptly give notice to the other in writing and: 9.4.1 SLI and Indevus shall consult to decide what steps shall be taken to prevent or terminate such infringement and the proportions in which they shall share the cost thereof and any damages and other sums which may be awarded in their favor or against them; 9.4.2 failing agreement between SLI and Indevus, then the following shall apply: (a) if the Licensed Patent is a Development Patent that contains one or more claims specifically directed only to formulations of any Licensed Patents Compound or Licensed Know-HowProduct, and will provide the other Party with all available evidence supporting such infringement including but not limited to compositions containing same, methods of making same,or suspected infringement. Licensee methods of using same, then Indevus shall have the first right (itself or through others)right, but not the obligation, to respond tocommence any form of action or take any such preliminary steps, defendas are necessary to terminate or prevent such infringement, including instituting an infringement proceeding, and enforce Indevus shall provide SLI with notice of any actions or suits relating to the Licensed Patents or such action it commences and appraise SLI of any rights significant developments in the Licensed Know-How against any infringementproceedings. In such event, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be [***]. WuXi Biologics SLI shall reasonably cooperate in any with Indevus, including the joining of suit if necessary or desirable and executing all documents necessary for Indevus to prosecute, defend and maintain such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to do soaction. In the event that Indevus has not commenced any form of enforcement by WuXi Biologicsaction or taken preliminary steps to terminate or prevent such infringement, Licensee will including instituting an infringement proceeding, within 60 days after having become aware of such potential infringement, then SLI may at its reasonable discretion take such action that is reasonably necessary and appropriate to terminate or prevent such infringement, including instituting an infringement proceeding; and (b) if the Licensed Patent is not a Development Patent that contains one or more claims specifically directed only to formulations of Compound or Licensed Product, including but not limited to compositions containing same, methods of making same, or methods of using same, then SLI shall have the first right, but not the obligation, to commence any form of action or take any such preliminary steps, as are necessary to terminate or prevent such infringement, including instituting an infringement proceeding, and SLI shall provide Indevus with notice of any such action it commences and appraise Indevus of any significant developments in the proceedings. In such event, Indevus shall reasonably cooperate in any such litigationwith SLI, including without limitation, the joining any such of suit if needed necessary or desirable and executing all documents necessary for SLI to provide standingprosecute, defend and maintain such action. WuXi BiologicsIn the event that SLI has not commenced any form of action or taken preliminary steps to terminate o.r prevent such infringement, including instituting an infringement proceeding, within 60 days after deducting having become aware of such potential infringement, then Indevus may at its attorney’s feesreasonable discretion take such action that is reasonably necessary and appropriate to terminate or prevent such infringement, costsincluding instituting an infringement proceeding. 9.4.3 The Party controlling the action may not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the non-controlling Party without the written consent of the non-controlling Party, which will not be unreasonably withheld. Notwithstanding the foregoing, SLI and Indevus shall cooperate with each other in the planning and execution of any other action to enforce the Licensed Patents. Any recovery obtained by SLI or Indevus (whether by settlement or otherwise) shall be shared as follows: (i) the Party that initiated and prosecuted, or maintained the defense of, the action shall recoup all of its costs and expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [***]. Neither Party shall enter into any settlement of any claim described attorneys’ fees) incurred in this Section 5.3 that would admit to connection with the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of action;; (ii) the other Party or require an admission of liabilitythen shall, wrongdoing or fault on to the part of the other Partyextent possible, without the other Party’s prior written consent. In any suit, action or other proceeding recover its costs and expenses (including attorneys’ fees) incurred in connection with enforcement and/or the action; (iii) if SLI initiated and prosecuted, or maintained the defense of, the action, the amount of any recovery remaining then shall be retained by SLI; and (iv) if Indevus initiated and prosecuted, or maintained the Licensed Patentsdefense of, each Party will offer reasonable assistance the action, the amount of any recovery remaining shall be retained by Indevus, except that SLI shall receive a portion equivalent to the other in connection with royalties it would have received under this Agreement if such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessionremaining recovery amount were deemed Net Sales.

Infringement of Licensed Patents. Each Party will notify Provided Neumora is not then alleged, pursuant to dispute resolution under Article 9, to be in material breach of this Agreement and Neumora remains the other Party promptly in writing upon becoming aware exclusive licensee of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any the Licensed Patents or Licensed Know-Howin the Field, Neumora (as between Neumora and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee Vanderbilt) shall have the first right (itself or through others), but not the obligation, to respond to, defend, and enforce any actions or suits relating to bring an action against an infringer of the Licensed Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be Field[***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in Notwithstanding anything to the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described contrary in this Section 5.3 Agreement, such right may be exercised through Sublicensees or Affiliates. Neumora shall notify Vanderbilt of its intent to exercise that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, right within [***] after becoming Xxxxxxx becomes aware of the alleged infringement. Prior to commencing any such infringementaction, misappropriation Neumora shall consult with Vanderbilt and shall consider the views of Vanderbilt regarding the advisability of the proposed action and its effect on the public interest. If Neumora exercises its right to bring an infringement action against the alleged infringer, Neumora shall be obligated to defend any cross claim or violation pursue such litigation in counterclaim or action for declaratory judgment related to the Territory, WuXi Biologics shall have the right in its sole discretion to do soLicensed Patents or Licensed Product. In the event of enforcement by WuXi Biologics, Licensee Vanderbilt will reasonably cooperate in any such litigationaction as reasonably requested by Xxxxxxx, including without limitationat Xxxxxxx’s sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, joining any Neumora may join Vanderbilt to such suit if needed to provide standing. WuXi Biologicsaction in name only, after deducting its attorney’s fees, costs, provided that Vanderbilt shall not be the first named party in such action and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will that [***]. Neither Party shall enter into any settlement [***]. In the event that Xxxxxxx does not timely notify Vanderbilt of any claim described its intent to bring or pursue an infringement action against an alleged infringer, or in this Section 5.3 that would admit to the invalidityevent Neumora gives such notice but does not bring suit or stop the infringement within a reasonable time, narrowing of scope or unenforceability but no longer than [***], after Xxxxxxx first becomes aware of the Licensed Patentsbasis for such action, incur any financial liability on Vanderbilt shall have the part of right (but not the other Party or require an admission of liabilityobligation) to do so [***], wrongdoing or fault on the part of the other Party, without the other Party’s prior written consentand to [***]. In any suitsuch instances, action or other proceeding in connection with enforcement and/or defense of the Licensed PatentsNeumora will cooperate as requested by Vanderbilt, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possession[***].

Infringement of Licensed Patents. Each Party will notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any Licensed Patents or Licensed Know-How, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee Virtuoso shall have the first right to bring an action against an infringer of the Licensed Patents in the Field, at Virtuoso’s sole expense, so long as Virtuoso remains the exclusive licensee of the Licensed Patents in the Field. Virtuoso shall notify Vanderbilt of its intent to exercise that right within ninety (itself 90) days after Virtuoso becomes aware of the alleged infringement. Prior to commencing any such action, Virtuoso shall consult with Vanderbilt and shall consider the views of Vanderbilt regarding the advisability of the proposed action and its effect on the public interest. If Virtuoso exercises its right to bring an infringement action against the alleged infringer, Virtuoso shall be obligated to defend any cross claim or through others), but not the obligation, to respond to, defend, and enforce any actions counterclaim or suits relating action for declaratory judgment related to the Licensed Patents or any rights Licensed Product. Vanderbilt will cooperate in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee maysuch action as reasonably requested by Virtuoso, at its own Virtuoso’s sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, institute suit Virtuoso may join Vanderbilt to such action in name only, provided that Vanderbilt shall not be the Territory against first named party in such action and that Virtuoso shall hold Vanderbilt harmless from, and indemnify Vanderbilt against, any infringer or alleged infringer costs (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, including out-of-pocket costs may be [***]and internal costs), expenses, or liability that Vanderbilt incurs in connection with such action. WuXi Biologics Virtuoso shall reasonably cooperate reimburse Vanderbilt for any costs, expenses or liability it incurs in connection with any such litigationaction under this Section 6.4 within thirty (30) days after receiving an invoice from Vanderbilt for same. In the event that Virtuoso does not timely notify Vanderbilt of its intent to bring or pursue an infringement action against an alleged infringer, including, without limitation, joining any such suit or in the Territoryevent Virtuoso gives such notice but does not bring suit or stop the infringement within a reasonable time, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invaliditybut no longer than one hundred eighty (180) days, narrowing of scope or unenforceability after Virtuoso first becomes aware of the Licensed Patentsbasis for such action, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics Vanderbilt shall have the right in (but not the obligation) to do so at its sole discretion expense, and to do soretain all recovered damages. In the event of enforcement such instances, Virtuoso will cooperate as requested by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costsVanderbilt, and any other expenses (including reimbursement to Licensee of will be compensated by Vanderbilt for its reasonable and documented out-of-pocket costs)expenses, will [***]. Neither Party shall enter into any settlement of any claim described provided Vanderbilt has approved same for reimbursement in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessionadvance.

Infringement of Licensed Patents. Each Party will If either party believes that any of the rights granted hereunder are being or have been infringed by a third party, such party shall notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any Licensed Patents or Licensed Know-Howsuch belief, and will as part of such notice shall provide copies of all documentary evidence of the other Party with all available evidence supporting such infringement or suspected alleged infringement. Licensee Except in the limited cases for which Foundation has excluded from the license the right to bring an infringement action against Inventors and their not-for-profit institutions in the Reservation by Licensor paragraph above, Adial shall have the first right option to bring an infringement action against the alleged infringer at Adial’s sole expense. If Adial exercises its option, which shall be made in writing within one hundred and eighty (itself or through others180) days after the parties’ receipt of said notice of infringement, Foundation will cooperate as requested by Adial (including but not limited to Foundation being joined as a party to any such action), but not the obligation, to respond to, defend, and enforce any actions or suits relating to the Licensed Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics will be compensated by Adial for its reasonable and documentedreasonable, out-of-pocket costs may be [***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to do so. In the event of enforcement by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs)expenses, which Foundation will [***]only be required to expend if Adial has approved same for reimbursement. Neither Party Adial shall be free to enter into any settlement settlement, consent judgment, or other voluntary disposition of any claim described in this Section 5.3 such matter, provided that would admit to the invalidityno settlement, narrowing consent judgment, or other voluntary final disposition of scope or unenforceability of such suits that materially adversely affects the Licensed Patents, incur any financial liability Patents or admits fault or wrongdoing on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, Foundation may be entered into without the other Partyconsent of Foundation, which consent shall not be unreasonably withheld. Foundation shall provide Adial notice of such consent or denial of such consent within ten (10) days of any request for consent by Adial, provided that in the event Foundation wishes to deny such consent, such notice shall include a written description of Foundation’s prior written consent. In any suitreasonable objections to the proposed settlement, action consent judgment, or other proceeding voluntary disposition. If Foundation has not consented within ten (10) days or has denied such consent, Adial will meet with Foundation in connection Charlottesville, VA, to discuss the proposed settlement, consent judgment, or other voluntary disposition. If, after such meeting, Foundation has not provided notice of its consent, the parties will submit any disputes over the reasonableness of Foundation’s objections to expedited, single-arbitrator arbitration in Washington, D.C. No discovery will be allowed, and each party will have one (1) hour to present its case to the arbitrator Any damages paid (including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) or amounts received in settlement with enforcement and/or defense respect to, in either case, the infringement of the Licensed Patents, each Party will offer reasonable assistance Patents shall first be applied to the other in connection with such action as reasonably requestedreimbursement of Adial’s reasonable costs, expenses and legal fees, including making available amounts Adial has reimbursed to Foundation. The remaining balance of such damages or amounts received shall be retained by Adial and treated as Sublicensing Revenue subject to payments under Section 3.6 (with the date of such settlement or disposition being deemed the “point at which the Sublicense is executed” for purposes of determining payments due under Section 3.6). In the event that Adial does not timely exercise its option to bring or pursue an infringement action against an alleged infringer, Foundation shall have the right (but not the obligation) to do so at its sole expense, and to retain all recovered damages. In such instances Adial will cooperate as requested by Foundation, and will be reimbursed by Foundation for its reasonable times and under appropriate conditions all relevant personnelout-of-pocket expenses, recordswhich Adial will only be required to expend if Foundation has approved same for reimbursement. In the event of any challenge to the validity of any Licensed Patent (or similar proceeding), papers, information, samples, specimens and other similar materials Adial will have the right to participate (at its own expense) in its possessionthe proceedings.

Infringement of Licensed Patents. Each Party will notify Provided Theralink is otherwise in full compliance with this Agreement and remains the other Party promptly in writing upon becoming aware exclusive licensee of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any the Licensed Patents or Licensed Know-Howin the Field, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee Theralink shall have the first right to bring an action against an infringer of the Licensed Patents in the Field, at Theralink’s sole expense. Theralink shall notify Vanderbilt of its intent to exercise that right within ninety (itself 90) days after Theralink becomes aware of the alleged infringement. Prior to commencing any such action, Theralink shall consult with Vanderbilt and shall consider the views of Vanderbilt regarding the advisability of the proposed action and its effect on the public interest. If Theralink exercises its right to bring an infringement action against the alleged infringer, Theralink shall be obligated to defend any cross claim or through others), but not the obligation, to respond to, defend, and enforce any actions counterclaim or suits relating action for declaratory judgment related to the Licensed Patents or any rights Licensed Product. Vanderbilt will cooperate in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee maysuch action as reasonably requested by Txxxxxxxx, at its own Theralink’s sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, institute suit Theralink may join Vanderbilt to such action in name only, provided that Vanderbilt shall not be the Territory against first named party in such action and that Theralink shall hold Vanderbilt harmless from, and indemnify Vanderbilt against, any infringer or alleged infringer costs (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, including out-of-pocket costs may be [***]and internal costs), expenses, or liability that Vanderbilt incurs in connection with such action. WuXi Biologics Theralink shall reasonably cooperate reimburse Vanderbilt for any costs, expenses or liability it incurs in connection with any such litigationaction under this Section 6.4 within thirty (30) days after receiving an invoice from Vanderbilt for same. In the event that Theralink does not timely notify Vanderbilt of its intent to bring or pursue an infringement action against an alleged infringer, including, without limitation, joining any such suit or in the Territoryevent Theralink gives such notice but does not bring suit or stop the infringement within a reasonable time, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invaliditybut no longer than one hundred eighty (180) days, narrowing of scope or unenforceability after Theralink first becomes aware of the Licensed Patentsbasis for such action, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics Vanderbilt shall have the right in (but not the obligation) to do so at its sole discretion expense, and to do soretain all recovered damages. In the event of enforcement such instances, Theralink will cooperate as requested by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costsVanderbilt, and any other expenses (including reimbursement to Licensee of will be compensated by Vanderbilt for its reasonable and documented out-of-pocket costs)expenses, will [***]. Neither Party shall enter into any settlement of any claim described provided Vanderbilt has approved same for reimbursement in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessionadvance.

Infringement of Licensed Patents. Each Party will notify Provided Xxxxxx is otherwise in full compliance with this Agreement and remains the other Party promptly in writing upon becoming aware exclusive licensee of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any the Licensed Patents or Licensed Know-Howin the Field, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee Xxxxxx shall have the first right to bring an action against an infringer of the Licensed Patents in the Field, at Xxxxxx’x sole expense. Xxxxxx shall notify Vanderbilt of its intent to exercise that right within ninety (itself 90) days after Xxxxxx becomes aware of the alleged infringement. Prior to commencing any such action, Xxxxxx shall consult with Vanderbilt and shall consider the views of Vanderbilt regarding the advisability of the proposed action and its effect on the public interest. If Xxxxxx exercises its right to bring an infringement action against the alleged infringer, Xxxxxx shall be obligated to defend any cross claim or through others), but not the obligation, to respond to, defend, and enforce any actions counterclaim or suits relating action for declaratory judgment related to the Licensed Patents or any rights Licensed Product. Vanderbilt will cooperate in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee maysuch action as reasonably requested by Xxxxxx, at its own Xxxxxx’x sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, institute suit Xxxxxx may join Vanderbilt to such action in name only, provided that Vanderbilt shall not be the Territory against first named party in such action and that Xxxxxx shall hold Vanderbilt harmless from, and indemnify Vanderbilt against, any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, customary out-of-pocket costs may be [***]and/or internal costs, expenses, or liability that Vanderbilt incurs in CONFIDENTIAL -Page 18 of 36- connection with such action provided that Vanderbilt shall use reasonable efforts to notify Xxxxxx prior to incurring such costs, expenses, or liability. WuXi Biologics Xxxxxx shall reasonably cooperate reimburse Vanderbilt for such costs, expenses or liability it incurs in connection with any such litigationaction under this Section 6.4 within sixty (60) days after receiving an invoice from Vanderbilt for the same. In the event that Xxxxxx does not timely notify Vanderbilt of its intent to bring or pursue an infringement action against an alleged infringer, including, without limitation, joining any such suit or in the Territoryevent Xxxxxx gives such notice but does not bring suit or stop the infringement within a reasonable time, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invaliditybut no longer than one hundred eighty (180) days, narrowing of scope or unenforceability after Xxxxxx first becomes aware of the Licensed Patentsbasis for such action, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics Vanderbilt shall have the right in (but not the obligation) to do so at its sole discretion to do soexpense. In the event of enforcement such instances, Xxxxxx will cooperate as requested by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costsVanderbilt, and any other expenses (including reimbursement to Licensee of will be compensated by Vanderbilt for its reasonable and documented out-of-pocket costs)expenses, will [***]. Neither Party shall enter into any settlement of any claim described provided Vanderbilt has approved same for reimbursement in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessionadvance.

Infringement of Licensed Patents. Each Party will If either party believes that a Licensed Patent is being or has been infringed by a third party, such party shall notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any Licensed Patents or Licensed Know-Howsuch belief, and will as part of such notice shall provide copies of documentary evidence of the other Party with all available evidence supporting such infringement or suspected alleged infringement. Licensee Where the infringement is in the Field, Aligos shall have the first right (itself or through others), but not option to bring an infringement action against the obligation, to respond to, defend, and enforce any actions or suits relating to the Licensed Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be [****]. WuXi Biologics If Aligos exercises its option, which shall reasonably cooperate be made in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, writing within [****] days after becoming aware the parties’ receipt of any such said notice of infringement, misappropriation or violation pursue such litigation in the TerritoryEmory will cooperate as reasonably requested by Aligos, WuXi Biologics shall have the right in its sole discretion to do so. In the event of enforcement by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [****]. Neither Party Aligos agrees to defend Emory against any counterclaim brought against it in such action. [****]. No settlement, consent judgment, or other voluntary final disposition of such suits may be entered into without the express written consent of Emory, which consent shall enter into not be unreasonably withheld. Any damages received by Aligos (including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) shall first be applied to [****]. The remaining balance of such damages shall be divided equally between Aligos and Emory, except that for any settlement portion which was awarded on the basis of any claim described in this Section 5.3 that would admit to lost profits, Emory shall recover the invalidity, narrowing of scope or unenforceability greater of the Licensed Patents, incur any financial liability on above equal split or the part of royalty Emory would have received under this Agreement if the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consentinfringing sales had been made by Aligos. In any the event that Aligos does not exercise its option to bring or pursue an infringement action against an alleged infringer, Emory shall have the right (but not the obligation) to do so [****], and to retain all recovered damages. In such instances Aligos will cooperate as requested by Emory, and Emory shall be entitled to retain all damages or costs awarded in such action. [****]. Aligos shall cooperate with Emory in such effort including being joined as a party to such action if necessary. Should either Emory or Aligos be a party to a suit under the provisions of this Article and thereafter elect to abandon such suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance abandoning party shall give timely notice to the other in connection with party who may, at its discretion, continue prosecution of such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessionsuit [****].

Infringement of Licensed Patents. Each Party will notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement, misappropriation, or violation by a Third Party of any Licensed Patents or Licensed Know-How, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee Adolor shall have the first right (itself or through others)right, but not the obligation, to respond to, defend, prosecute at its own expense and enforce any through counsel of its own choice all actions or suits relating to for infringement of patents under the Licensed Patents to the extent relating to Licensed Compounds or Licensed Products. In furtherance of such right, Lilly understands and agrees that Adolor may join Lilly as a party plaintiff in any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefromaction without expense to Lilly. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, total out-of-pocket cost to Adolor of any such infringement action commenced by Adolor shall be borne by Adolor. The recovery award shall be divided as follows: Adolor shall apply any recovery of costs may be or damages derived from such action as follows: [***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics Lilly shall have the right to request that Adolor take legal action against any infringement of the Licensed Patents with respect to any Licensed Compound or Licensed Product, as the case may be. Such request shall be by written notice. The notice shall set forth the facts of such alleged infringement in reasonable detail, and shall be accompanied by reasonable evidence of such infringement. If the infringing activity is not abated within three (3) months of the time Lilly requests that Adolor take legal action, and either Adolor has not commenced an infringement action, or Adolor shall have notified Lilly of its sole discretion intention not to do socommence an infringement action, or Adolor shall have ceased its prosecution of an infringement action, then and only then, shall Lilly have the right, but not the obligation, to prosecute at its own expense and through counsel of its own choice an action for infringement (including any related counterclaim for invalidity) of such Licensed Patents with respect to Licensed Compound or Licensed Product. In the event furtherance of enforcement by WuXi Biologicssuch right, Licensee will reasonably cooperate Adolor understands and agrees that Lilly may join Adolor as a party plaintiff in any such litigation, including action without limitation, joining any such suit if needed expense to provide standingAdolor. WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented The total out-of-pocket costs), will cost to Lilly of any such infringement action commenced by Lilly shall be borne by it. The recovery award shall be divided as follows: Lilly shall apply any recovery of costs or damages derived from such action as follows: [***]. Neither Party shall enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possession.

Infringement of Licensed Patents. Each Party will notify (a) In the other Party promptly in writing upon becoming aware of any alleged event VivoQuest acquires information that a third party is infringing one or threatened infringement, misappropriation, or violation by a Third Party of any Licensed Patents or Licensed Know-How, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. Licensee shall have the first right (itself or through others), but not the obligation, to respond to, defend, and enforce any actions or suits relating to the Licensed Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be [***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability more of the Licensed Patents, incur any financial liability on the part VivoQuest shall promptly notify Licensee in writing of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement. (b) In the event of an infringement of a Licensed Patent, misappropriation or violation pursue such litigation in Licensee shall have the Territorysole and exclusive right, WuXi Biologics but shall not be required, to bring suit against the infringer. Should Licensee elect to bring suit against an infringer, Licensee shall have the right to join VivoQuest as a party plaintiff in its sole discretion any such suit or to do sobring such suit in the name of VivoQuest. Except to the extent resulting from a breach of any representation, warranty or covenant of VivoQuest in the Transaction Documents, the expenses of any such suit that Licensee elects to bring, including any expenses of VivoQuest incurred in conjunction with the prosecution of such suit or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold VivoQuest harmless from and against any and all costs of such litigation. (c) In the event of enforcement by WuXi BiologicsLicensee exercises the right to xxx herein conferred, Licensee will reasonably shall be entitled to retain all recoveries with respect thereto. (d) VivoQuest agrees to cooperate in any such litigationfully with Licensee at the request of Licensee, including without limitationby giving testimony and producing documents lawfully requested in the prosecution of any suit by Licensee for infringement of the Licensed Patents; provided that (except to the extent resulting from a breach of any representation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any other warranty or covenant of VivoQuest in the Transaction Documents) Licensee shall pay all reasonable expenses (including reimbursement reasonable attorneys’ fees) incurred by VivoQuest in connection with such cooperation. VivoQuest shall cooperate fully with Licensee and shall endeavor to cause the VivoQuest Representatives and all other present and former employees of VivoQuest to cooperate with Licensee at the request of its reasonable Licensee, including by giving testimony and documented out-of-pocket costs), will [***]. Neither Party shall enter into any settlement producing documents lawfully requested in the prosecution of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability suit by Licensee for infringement of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer provided that (except as aforesaid) Licensee shall pay all reasonable assistance to the other expenses (including reasonable attorneys’ fees) incurred by VivoQuest in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possessioncooperation.

Infringement of Licensed Patents. Each Party will party shall promptly notify the other Party promptly in writing upon becoming aware party of any alleged or threatened infringement, misappropriation, or violation evidence of infringement of a claim of a Licensed Patent by a Third Party of any Licensed Patents or Licensed Know-How, and will provide third party. If either party shall have supplied the other Party party with all available written evidence supporting such demonstrating prima facie infringement or suspected infringement. of a claim of a Licensed Patent in the Licensed Field by a third party, Licensee shall have the first right to take steps to protect the Patent Right in such claim, either upon notice from Licensor requesting such action, or on its own initiative. Licensee shall notify Licensor, within three (itself or through others3) months of one party providing the other with evidence of infringement, whether Licensee intends to prosecute the alleged infringement. If Licensee notifies Licensor that it intends to so prosecute, Licensee shall (at its expense), within three (3) months of its notice to Licensor either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in Licensor’s name if so required by law. In the event Licensee notifies Licensor that Licensee does not intend to prosecute said infringement, Licensor may, upon notice to Licensee, initiate legal proceedings against the infringer at Licensor’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but not provided that, in the obligationevent one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to respond to, defendsupport further costs of such suit or settlement discussions, and enforce any actions the Objecting Party shall be required to continue such suit or suits relating to the Licensed Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field in the Territory. Licensee may, settlement discussions at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be [***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into indemnify Licensor against any settlement order for payment that may be made against Licensor in such proceedings brought by Licensee. Licensor shall indemnify Licensee against any claim of damages that may be made against Licensee to the extent arising out of any claim described in this proceedings which Licensor brings at its own expense pursuant to Section 5.3 that would admit 7.1 following Licensee’s decision not to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur prosecute any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such alleged infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to do so. In the event of enforcement by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [***]. Neither Party shall enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of the other Party or require an admission of liability, wrongdoing or fault on the part of the other Party, without the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the Licensed Patents, each Party will offer reasonable assistance to the other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its possession.