Common use of Infringement of the Patents Clause in Contracts

Infringement of the Patents. 6.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect on the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma may request in writing. 6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma a royalty of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2. 6.2.6 Chroma may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.

Infringement of the Patents. 6.2.1 (a) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If the Parties fail (b) Subject to agree on a joint programme of actionclause 6.2(c), including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take legal or other action against the any third party to enforce the Patents at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect on the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 . If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s CUTS’ other licensees (if any) in relation to any such action and action. CUTS shall take such action in respect of such infringement as Chroma may request in writing. 6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma a royalty of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2. 6.2.6 Chroma may agree to be joined in any suit to enforce such rights legal action subject to being indemnified and secured in a reasonable manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability ***. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (c) Before starting legal action in accordance with sub-clause (b) or agreeing to any settlement, the Licensee shall consult CUTS and take its views into account about the advisability of the action or settlement, its effect on the University and CUTS’ good name, the public interest and how the action should be conducted. Any ***, shall be deemed to be Net Sales Value, upon which the Licensee shall pay CUTS a Royalty in accordance with clause 4.3, or Sub-Licence Income, depending on the nature of the payment. Clause 2.3 specifies the extent to which the Licensee may grant a sub-licence to an infringer. (d) In the event that the Licensee fails to have initiated an infringement action within *** months of the Licensee first becoming aware of the basis for such action, CUTS shall have the right right, at its sole discretion, to be separately represented by prosecute such infringement under its own counsel at the sole control and its sole expense, and any recovery obtained shall belong ***% to CUTS and ***% to Licensee’s expense, net of all expenses expended in pursuing such action.

Infringement of the Patents. 6.2.1 9.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the FieldOncoscience Field and Territory, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If 9.3.2 Oncoscience shall be responsible, at its discretion, for taking action against infringers of the Parties fail Licensed Patents in the Oncoscience Field and Territory at its sole expense, and it shall be entitled to agree on a joint programme of action, including how the costs of any such action are to be borne and how retain any damages or other sums received from payments or benefits obtained by such action are in the Oncoscience Field and Territory, after reimbursing CIMYM and CIMAB for any reasonable expenses incurred in assisting it in such action. If Oncoscience declines to be distributedtake action, then the Licensee CIMYM shall be entitled to take action against the third party at its CIMYM’s sole expenseexpense and CIMYM shall be entitled to all damages or other sums received from such action, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting after reimbursing Oncoscience for any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect on the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 reasonable expenses incurred in assisting it in such action. If the alleged infringement is both within and outside the FieldOncoscience Field and Territory, the Parties shall also co-operate with ChromaCIMYM’s and CIMAB’s other licensees (if any) in relation to any such action and shall take divide the costs of such action proportionately among Oncoscience and CIMYM’s and CIMAB’s other licensees who participate in respect of such infringement as Chroma may request in writing. 6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chromaaction. The Licensee apportionment of costs between licensees shall in addition pay to Chroma a royalty of 15% (fifteen percent)be decided by CIMYM, in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2acting reasonably. 6.2.6 Chroma may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.

Infringement of the Patents. 6.2.1 10.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the FieldOncoscience Field and Territory, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If 10.3.2 Oncoscience shall be responsible, at its discretion, for taking action against infringers of the Parties fail Licensed Patents in the Oncoscience Field and Territory at its sole expense, and it shall be entitled to agree on a joint programme of action, including how the costs of any such action are to be borne and how retain any damages or other sums received from payments or benefits obtained by such action are in the Oncoscience Field and Territory, after reimbursing CIMYM and CIMAB for any reasonable expenses incurred in assisting it in such action. If Oncoscience declines to be distributedtake action, then the Licensee CIMYM shall be entitled to take action against the third party at its CIMYM's sole expenseexpense and CIMYM shall be entitled to all damages or other sums received from such action, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting after reimbursing Oncoscience for any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect on the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 reasonable expenses incurred in assisting it in such action. If the alleged infringement is both within and outside the FieldOncoscience Field and Territory, the Parties shall also co-operate with Chroma’s CIMYM's and CIMAB's other licensees (if any) in relation to any such action and shall take divide the costs of such action proportionately among Oncoscience and CIMYM's and CIMAB's other licensees who participate in respect of such infringement as Chroma may request in writing. 6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chromaaction. The Licensee apportionment of costs between licensees shall in addition pay to Chroma a royalty of 15% (fifteen percent)be decided by CIMYM, in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2acting reasonably. 6.2.6 Chroma may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.

Infringement of the Patents. 6.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma Volition as to the advisability of the action or settlement, its effect on the good name of ChromaVolition, the public interest, and how the action should be conducted. 6.2.4 If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with ChromaVolition’s other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma Volition may request in writing. 6.2.5 The Licensee shall indemnify Chroma Volition for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by ChromaVolition. The Licensee shall in addition pay to Chroma Volition a royalty of 15% (fifteen percent), in accordance with Clause 43, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.23.2.3.2. 6.2.6 Chroma Volition may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma Volition in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.

Infringement of the Patents. 6.2.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma ValiRx as to the advisability of the action or settlement, its effect on the good name of ChromaValiRx, the public interest, and how the action should be conducted. 6.2.4 If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s ValiRx’ other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma ValiRx may request in writing. 6.2.5 The Licensee shall indemnify Chroma ValiRx for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by ChromaValiRx. The Licensee shall in addition pay to Chroma ValiRx a royalty of 15% (fifteen percent), in accordance with Clause 43, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.23.3.2. 6.2.6 Chroma ValiRx may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma ValiRx in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.

Infringement of the Patents. 6.2.1 6.1.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 6.1.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 6.1.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma Hypergenomics as to the advisability of the action or settlement, its effect on the good name of ChromaHypergenomics, the public interest, and how the action should be conducted. 6.2.4 6.1.4 If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s Hypergenomics’ other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma Hypergenomics may request in writing. 6.2.5 6.1.5 The Licensee shall indemnify Chroma Hypergenomics for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by ChromaHypergenomics. The Licensee shall in addition pay to Chroma Hypergenomics a royalty of 15% (fifteen percent), in accordance with Clause 43, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.23.3.2. 6.2.6 Chroma 6.1.6 Hypergenomics may agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma Hypergenomics in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expense.

Infringement of the Patents. 6.2.1 (a) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 (b) If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 (c) Before starting any legal action under Clause 6.26.2(a), the Licensee shall consult with (and take account of the view of) Chroma UCLB as to the advisability of the action or settlement, its effect on the good name of ChromaUCLB, the public interest, and how the action should be conducted. 6.2.4 (d) If the alleged infringement is both within and outside the Field, the Parties shall also co-operate cooperate with ChromaUCLB’s other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma may request in writingaction. 6.2.5 (e) The Licensee shall indemnify Chroma reimburse UCLB for all Claims (including any damages, costs, reasonable out-of-pocket expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified assisting the Licensee, at the request of the amount of Licensee, in such expenses by Chromaaction. The Licensee shall in addition pay to Chroma UCLB a royalty portion of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action, after deduction of both Parties reasonable expenses in relation to the action as if in accordance with the following: (i) where the damages awarded are directly attributable to lost sales of Licensed Products, the amount of such damages were will be treated as Net Sales Value and Licensee shall pay UCLB royalties on such damages in accordance with Clause 4.3; or (ii) where the damages awarded are not directly attributable to lost sales of Licensed Products, the amount of such damages will be treated as Net Receipts and Licensee shall pay UCLB a portion of the type envisaged such damages in accordance with Clause 4.4.3.24.4. 6.2.6 Chroma may (f) UCLB shall agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a reasonable manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s its own expense. (g) If, within [*******] months after the Licensee receives written notice from UCLB of any actual, continuing and commercially significant infringement of the Patents, the Licensee is unsuccessful in persuading the alleged infringer to desist or fails to initiate an infringement action, UCLB shall have the right, at its sole discretion, to prosecute such infringement under its sole control and at its sole expense, and UCLB shall pay to Licensee a portion of any damages or other payments recovered from such action, after deduction of both Parties reasonable expenses in relation to the action, in accordance with the following: (i) where the damages awarded are directly attributable to lost sales of Licensed Products, the amount of such damages will be treated as Net Sales Value, and UCLB shall pay the Licensee royalties on such damages in accordance with Clause 4.3; or (ii) where the damages awarded are not directly attributable to lost sales of Licensed Product, the amount of such damages will treated as Net Receipts and UCLB shall pay the Licensee a portion of such damages in accordance with Clause 4.4 (in such instances, and for purposes of this Section 6.2(g)(ii) only, Licensee shall be deemed to be UCLB in determining the amounts owed to Licensee in accordance with Clause 4.4).

Infringement of the Patents. 6.2.1 7.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 7.3.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee either CRT or Xenova shall be entitled to take action against the third party and either CRT or Xenova shall be entitled to request the other join in such proceedings at its the requesting party's sole expenseexpense and CRT shall be entitled to all damages or other sums received from such action, after reimbursing Xenova for any reasonable expenses incurred in assisting it in such action, and subject to paying Xenova revenue share based on the following provisions amount of this Clause such damages or sums as if it were a Gross Receipt, in accordance with clause 6.2. 6.2.3 Before starting . For the purposes of calculating Net Receipt in such case, CRT shall be entitled to deduct any legal expense incurred by it as a result of Xenova taking such action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of extent such expenses have not been recovered from the action or settlement, its effect on other litigant in the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 action. If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s Xenova's other licensees (if any) in relation to any such action and shall take divide the costs of such action among CRT and Xenova's other licensees who participate in respect of such infringement as Chroma may request in writing. 6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma on a royalty of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2. 6.2.6 Chroma may agree basis to be joined in any suit to enforce such rights subject to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expenseagreed.

Infringement of the Patents. 6.2.1 (a) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 If the Parties fail (b) Subject to agree on a joint programme of actionClause 6.3(c), including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take legal or other action against the any third party to enforce the Patents at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect on the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 . If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with ChromaCE’s other licensees (if any) in relation to any such action and action. If required by law CE shall take such action in respect of such infringement as Chroma may request in writing. 6.2.5 The Licensee shall indemnify Chroma for all Claims (including any damages, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma a royalty of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2. 6.2.6 Chroma may agree to be joined in any suit such legal action (and may elect to enforce such rights take part in the proceedings) subject to being indemnified and secured in a reasonable manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and liability. CE shall have the right to be separately represented in any legal action by its own counsel at the Licensee’s its own expense. (c) Before starting legal action in accordance with Clause 6.3(b) or agreeing to any settlement, the Licensee shall consult CE and take its views into account about the advisability of the action or settlement, its effect on the University and CE’s reputation and good name, the effect on any other CE licensees of any of the Licensed Technology, the public interest and how the action should be conducted. Any monetary recovery from any legal or other action shall be dealt with as follows: (I) Each Party shall be reimbursed any expenses reasonably incurred in securing the sums recovered. (II) If the infringer is granted a sub-licence (either under Clause 2.3 or with CE’s consent) CE shall receive [####] of the balance of any upfront payment made in connection with such sub-licence, after reimbursement of expenses, provided however that if, at the time of the sub-licence grant, the royalty stacking provision in Clause 4.4 is operating to reduce the royalty payable [####], then such lower percentage shall apply. (d) In the event that the Licensee is unsuccessful in persuading the alleged infringer to desist or fails to have initiated an infringement action within [####] of the Licensee first becoming aware of the basis for such action, CE shall have the following rights, at its sole discretion: (I) to prosecute such infringement under its sole control and its sole expense, and any recovery obtained shall belong to CE; (II) to seek interim relief.

Infringement of the Patents. 6.2.1 (a) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 (b) If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, subject to the following provisions of this Clause 6.2. 6.2.3 (c) Before starting any legal action under Clause 6.26.2(a), the Licensee shall consult with (and take account of the view of) Chroma UCLB as to the advisability of the action or settlement, its effect on the good name of ChromaUCLB, the public interest, and how the action should be conducted. 6.2.4 (d) If the alleged infringement is both within and outside the Field, the Parties shall also co-operate cooperate with ChromaUCLB’s other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma may request in writingaction. 6.2.5 (e) The Licensee shall indemnify Chroma reimburse UCLB for all Claims (including any damages, costs, reasonable out-of-pocket expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified assisting the Licensee, at the request of the amount of Licensee, in such expenses by Chromaaction. The Licensee shall in addition pay to Chroma UCLB a royalty portion of 15% (fifteen percent), in accordance with Clause 4, on any damages received from such action, after deduction of both Parties reasonable expenses in relation to the action as if in accordance with the following: (i) where the damages awarded are directly attributable to lost sales of Licensed Products, the amount of such damages were will be treated as Net Sales Value and Licensee shall pay UCLB royalties on such damages in accordance with Clause 4.3; or (ii) where the damages awarded are not directly attributable to lost sales of Licensed Products, the amount of such damages will be treated as Net Receipts and Licensee shall pay UCLB a portion of the type envisaged such damages in accordance with Clause 4.4.3.24.4. 6.2.6 Chroma may (f) UCLB shall agree to be joined in any suit to enforce such rights subject to being indemnified and secured in a reasonable manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s its own expense. (g) If, within [*******] after the Licensee receives written notice from UCLB of any actual, continuing and commercially significant infringement of the Patents, the Licensee is unsuccessful in persuading the alleged infringer to desist or fails to initiate an infringement action, UCLB shall have the right, at its sole discretion, to prosecute such infringement under its sole control and at its sole expense, and UCLB shall pay to Licensee a portion of any damages or other payments recovered from such action, after deduction of both Parties reasonable expenses in relation to the action, in accordance with the following: (i) where the damages awarded are directly attributable to lost sales of Licensed Products, the amount of such damages will be treated as Net Sales Value, and UCLB shall pay the Licensee royalties on such damages in accordance with Clause 4.3; or (ii) where the damages awarded are not directly attributable to lost sales of Licensed Product, the amount of such damages will treated as Net Receipts and UCLB shall pay the Licensee a portion of such damages in accordance with Clause 4.4 (in such instances, and for purposes of this Section 6.2(g)(ii) only, Licensee shall be deemed to be UCLB in determining the amounts owed to Licensee in accordance with Clause 4.4).

Infringement of the Patents. 6.2.1 6.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents and/or YNB Patent in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 6.3.2 If the Parties fail to agree on a joint programme program of actionaction within thirty (30) days, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then the Licensee shall be entitled to take action against the third party at its sole expense, expense and it shall reimburse CUTS for any reasonable expenses incurred in assisting it in such action. CUTS shall agree to be joined in any suit to enforce such rights subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (being indemnified and take account of the view of) Chroma secured in a reasonable manner as to any costs, damages, expenses or other liability awarded against CUTS in such suit and shall have the advisability of the action or settlement, right to be separately represented by its effect on the good name of Chroma, the public interest, and how the action should be conducted. 6.2.4 own counsel at its own expense. If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s CUTS' other licensees (if any) in relation to any such action and shall take such action in respect of such infringement as Chroma may request in writingaction. 6.2.5 6.3.3 The Licensee shall indemnify Chroma for all Claims (including be entitled to retain any damagesmonetary recovery from settlement with third parties after reimbursement of CUTS expenses pursuant to Clause 6.3.2, costs, expenses and liability of whatsoever nature) incurred in relation to such action within 30 days of being notified of provided that the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma CUTS a royalty of 15% (fifteen percent), in accordance with Clause 4, 4.3 on any damages received from such action monetary recovery as if such damages were monetary recovery was Net Receipts Sales Value, to the extent that such monetary recovery by the Licensee exceeds its reasonable expenses in respect of the type envisaged in Clause 4.4.3.2protection and enforcement of the Patents and/or YNB Patent within the Field. 6.2.6 Chroma 6.3.4 In any infringement suit either Party may agree to be joined in any suit institute to enforce such the rights subject in Patents and/or YNB Patent pursuant to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any coststhis Agreement, damagesthe other Party hereto shall, expenses or other liability and shall have the right to be separately represented by its own counsel at the Licensee’s expenserequest and expense of the Party initiating such suit, cooperate in all respects and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like. The Party requesting cooperation shall reimburse the other Party for amounts paid to a third party by such other Party pursuant to such cooperation.

Infringement of the Patents. 6.2.1 8.3.1 Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field, and the Parties shall consult with each other to decide the best way to respond to such infringement. 6.2.2 8.3.2 If the Parties fail to agree on a joint programme of action, including how the costs of any such action are to be borne and how any damages or other sums received from such action are to be distributed, then Oxxon shall have the Licensee first right, but not the obligation to take action in respect of any infringements of the Patents in the Field, including conducting infringement actions in its own name at Oxxon's sole expense and Oxxon shall be entitled to take action against the third party at its sole expenseall damages or other sums received from such action, after reimbursing Xenova for any reasonable expenses incurred in assisting it in such action, and subject to the following provisions of this Clause 6.2. 6.2.3 Before starting any legal action under Clause 6.2, the Licensee shall consult with (and take account of the view of) Chroma as to the advisability of the action or settlement, its effect paying Xenova royalties based on the good name amount of Chromasuch damages or sums as if it were the amount of Net Sales Value of Licensed Product(s), the public interest, and how the action should be conducted. 6.2.4 in accordance with Clause 6.5. If the alleged infringement is both within and outside the Field, the Parties shall also co-operate with Chroma’s Xenova's other licensees licensee's (if any) in relation to any such action and shall take divide the costs of such action proportionately among Oxxon and Xenova's other licensee's who participate in such action. To the extent that patent law requires Oxxon to bring any such action in Xenova's name or the name of a Xenova Affiliate, Oxxon may do so subject to the conditions that it shall: (a) before commencing any such action in Xenova's name or the name of a Xenova Affiliate (as appropriate), provide Xenova with an effective indemnity against any costs that may be incurred by Xenova or awarded against Xenova as a result of being a party to any such action; (b) not act, nor hold itself out as acting, as an agent or with the authority of Xenova in respect of such infringement as Chroma may request in writing.action; and 6.2.5 The Licensee shall indemnify Chroma for all Claims (including c) not make any damages, costs, expenses and liability of whatsoever nature) incurred statement in relation to such action within 30 days of being notified of the amount of such expenses by Chroma. The Licensee shall in addition pay to Chroma a royalty of 15% (fifteen percent), in accordance with Clause 4, on or any damages received from such action as if such damages were Net Receipts of the type envisaged in Clause 4.4.3.2. 6.2.6 Chroma settlement thereof that may agree reasonably be considered to be joined in any suit damaging to enforce Xenova's reputation, except with Xenova's prior written agreement such rights subject to being indemnified and secured in a manner acceptable to Chroma in its absolute discretion as to any costs, damages, expenses or other liability and shall have the right consent not to be separately represented by its own counsel at the Licensee’s expenseunreasonably withheld or delayed.