Common use of Infringers Clause in Contracts

Infringers. Each party shall inform the other promptly in writing of any alleged infringement of any of Licensed Patents by a Third Party, including all details then available. Each Party shall have the first right exercisable in its discretion, but shall not be obligated, to prosecute at its own expense any such infringement relating to its own Licensed Patents. The Parties shall cooperate fully by joining as a party plaintiff at their own expense if required to do so by law to maintain such action and by executing and making available such documents as may reasonably be requested. No settlement, consent judgment or other voluntary final disposition of the suit which raises any adverse consequences upon HEPI Patents or the revenue to HEPI may be entitled to receive hereunder may be entered into without HEPI’s explicit prior written consent, which shall not be unreasonably withheld or delayed. A delay beyond thirty (30) days shall be considered consent. 7.1.1 If HEPIPHARM elects to prosecute any infringement of any HEPI Patents, HEPIPHARM may deduct fifty percent (50%) of the litigation costs from royalties due to HEPI. In no event may the royalties payable to HEPI be reduced by more than fifty percent (50%) in any one year. If the permissible deduction of fifty percent (50%) of prosecution costs exceeds the royalty due in any one year, the deduction may be carried forward and deducted from royalties in subsequent years, provided that the annual royalty payable to HEPI is never reduced by more than fifty percent (50%). 7.1.2 Recoveries or reimbursements from infringement actions commenced by HEPIPHARM shall be distributed as follows: (i) HEPI shall be reimbursed for any royalty payments withheld according to the preceding paragraph; (ii) HEPI and HEPIPHARM shall be reimbursed for their respective litigation costs; (iii) any remaining recoveries or reimbursements shall be retained by HEPIPHARM and shall be subject to payment of royalties pursuant to Article 4 hereof as if the retained recovery or reimbursement were Net Sales by HEPIPHARM. 7.1.3 If HEPI has not taken legal action based on HEPI Patents, within one hundred twenty (120) days of written notification from HEPIPHARM of infringement thereof, or if HEPI elects not to continue prosecuting any legal action against an infringer of HEPI Patents, HEPIPHARM shall have the right, but shall not be obligated, to prosecute at its own expense such infringement, and HEPI may join HEPIPHARM as a plaintiff at the expense of HEPI. In any infringement action so commenced or continued by HEPIPHARM, all recoveries shall be distributed as described in Section 6.1.2.

Infringers. Each party shall inform the other promptly in writing of any alleged infringement of any the Patent Rights in the Field of Licensed Patents Use by a Third Partythird party, including all details then available. Each Party shall have the first right exercisable in its discretion, but shall not be obligated, to prosecute at its own expense any such infringement relating to its own Licensed Patents. The Parties shall cooperate fully by joining as a party plaintiff at their own expense if required to do so by law to maintain such action and by executing and making available such documents as may reasonably be requested. No settlement, consent judgment or other voluntary final disposition of the suit which raises any adverse consequences upon HEPI Patents or the revenue to HEPI may be entitled to receive hereunder may be entered into without HEPI’s explicit prior written consent, which shall not be unreasonably withheld or delayed. A delay beyond thirty (30) days shall be considered consent. 7.1.1 If HEPIPHARM elects to prosecute any infringement of any HEPI Patents, HEPIPHARM may deduct fifty percent (50%) of the litigation costs from royalties due to HEPI. In no event may the royalties payable to HEPI be reduced by more than fifty percent (50%) in any one year. If the permissible deduction of fifty percent (50%) of prosecution costs exceeds the royalty due in any one year, the deduction may be carried forward and deducted from royalties in subsequent years, provided that the annual royalty payable to HEPI is never reduced by more than fifty percent (50%). 7.1.2 Recoveries or reimbursements from infringement actions commenced by HEPIPHARM shall be distributed as follows: (i) HEPI shall be reimbursed for any royalty payments withheld according to the preceding paragraph; (ii) HEPI and HEPIPHARM shall be reimbursed for their respective litigation costs; (iii) any remaining recoveries or reimbursements shall be retained by HEPIPHARM and shall be subject to payment of royalties pursuant to Article 4 hereof as if the retained recovery or reimbursement were Net Sales by HEPIPHARM. 7.1.3 If HEPI has not taken legal action based on HEPI Patents, within one hundred twenty (120) days of written notification from HEPIPHARM of infringement thereof, or if HEPI elects not to continue prosecuting any legal action against an infringer of HEPI Patents, HEPIPHARM Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any such infringementinfringements, and HEPI Tufts agrees that Licensee may join HEPIPHARM Tufts as a plaintiff at the expense of HEPILicensee. In any infringement action so commenced or continued solely by HEPIPHARMLicensee, all recoveries expenses of Licensee shall first be reimbursed and all recovery for infringement shall be distributed shared [***]% to Tufts and [***]% to Licensee. Licensee shall indemnify Tufts against any order for costs or other payments that may be made against Tufts in such proceedings. If Licensee has not taken legal action or been successful in obtaining cessation of the infringement, within one-hundred eighty (180) days of written notification from Tufts of such infringement, or if Licensee elects not to continue prosecuting any legal action against an infringer, Tufts shall have the right, but shall not be obligated, to prosecute at its own expense any such infringement. Tufts may join Licensee as described a plaintiff in any such infringement suit at Tufts' expense. In any such action by Tufts, all expenses of Tufts shall first be reimbursed and all recovery for infringement shall be shared [***]% to Tufts and [***]% to Licensee. No settlement, consent judgment or other voluntary final disposition of any suit may be entered into without the consents of Tufts and Licensee, which consents shall not be unreasonably withheld or delayed. In any infringement suit that either party brings to enforce the Patent Rights, the other party shall at the request and expense of the party bringing the suit, cooperate in all reasonable respects, including, to the extent possible, obtaining the testimony of its employees and making available physical evidence in the possession of that party. Licensee shall have the exclusive right in accordance with the provisions of Section 6.1.22.2, to sublicense any alleged infringer in the Territory for the Field of Use, for future use of the Patent Rights.

Infringers. Each party shall inform the other promptly in writing of any alleged infringement of any the Patent Rights in the Field of Licensed Patents Use by a Third Partythird party, including all details then available. Each Party shall have the first right exercisable in its discretion, but shall not be obligated, to prosecute at its own expense any such infringement relating to its own Licensed Patents. The Parties shall cooperate fully by joining as a party plaintiff at their own expense if required to do so by law to maintain such action and by executing and making available such documents as may reasonably be requested. No settlement, consent judgment or other voluntary final disposition of the suit which raises any adverse consequences upon HEPI Patents or the revenue to HEPI may be entitled to receive hereunder may be entered into without HEPI’s explicit prior written consent, which shall not be unreasonably withheld or delayed. A delay beyond thirty (30) days shall be considered consent. 7.1.1 If HEPIPHARM elects to prosecute any infringement of any HEPI Patents, HEPIPHARM may deduct fifty percent (50%) of the litigation costs from royalties due to HEPI. In no event may the royalties payable to HEPI be reduced by more than fifty percent (50%) in any one year. If the permissible deduction of fifty percent (50%) of prosecution costs exceeds the royalty due in any one year, the deduction may be carried forward and deducted from royalties in subsequent years, provided that the annual royalty payable to HEPI is never reduced by more than fifty percent (50%). 7.1.2 Recoveries or reimbursements from infringement actions commenced by HEPIPHARM shall be distributed as follows: (i) HEPI shall be reimbursed for any royalty payments withheld according to the preceding paragraph; (ii) HEPI and HEPIPHARM shall be reimbursed for their respective litigation costs; (iii) any remaining recoveries or reimbursements shall be retained by HEPIPHARM and shall be subject to payment of royalties pursuant to Article 4 hereof as if the retained recovery or reimbursement were Net Sales by HEPIPHARM. 7.1.3 If HEPI has not taken legal action based on HEPI Patents, within one hundred twenty (120) days of written notification from HEPIPHARM of infringement thereof, or if HEPI elects not to continue prosecuting any legal action against an infringer of HEPI Patents, HEPIPHARM Licensee shall have the right, but shall not be obligated, to prosecute at its own expense any such infringementinfringements, and HEPI Tufts agrees that Licensee may join HEPIPHARM Tufts as a plaintiff at the expense of HEPILicensee. In any infringement action so commenced or continued solely by HEPIPHARMLicensee, all recoveries expenses of Licensee shall first be reimbursed and all recovery for infringement shall be distributed shared [***]% to Tufts and [***]% to Licensee. Licensee shall indemnify Tufts against any order for costs or other payments that may be made against Tufts in such proceedings. If Licensee has not taken legal action or been successful in obtaining cessation of the infringement, within one-hundred eighty (180) days of written notification from Tufts of such infringement, or if Licensee elects not to continue prosecuting any legal action against an Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as described amended. infringer, Tufts shall have the right, but shall not be obligated, to prosecute at its own expense any such infringement. Tufts may join Licensee as a plaintiff in any such infringement suit at Tufts’ expense. In any such action by Tufts, all expenses of Tufts shall first be reimbursed and all recovery for infringement shall be shared [***]% to Tufts and [***]% to Licensee. No settlement, consent judgment or other voluntary final disposition of any suit may be entered into without the consents of Tufts and Licensee, which consents shall not be unreasonably withheld or delayed. In any infringement suit that either party brings to enforce the Patent Rights, the other party shall at the request and expense of the party bringing the suit, cooperate in all reasonable respects, including, to the extent possible, obtaining the testimony of its employees and making available physical evidence in the possession of that party. Licensee shall have the exclusive right in accordance with the provisions of Section 6.1.22.2, to sublicense any alleged infringer in the Territory for the Field of Use, for future use of the Patent Rights.

Infringers. Each party shall inform the other promptly in writing of any alleged infringement of any the Patents in the Field of Licensed Patents Use by a Third Partythird party, including all details then available. Each Party shall have the first right exercisable in its discretion, but shall not be obligated, to prosecute at its own expense any such infringement relating to its own Licensed Patents. The Parties shall cooperate fully by joining as a party plaintiff at their own expense if required to do so by law to maintain such action and by executing and making available such documents as may reasonably be requested. No settlement, consent judgment or other voluntary final disposition of the suit which raises any adverse consequences upon HEPI Patents or the revenue to HEPI may be entitled to receive hereunder may be entered into without HEPI’s explicit prior written consent, which shall not be unreasonably withheld or delayed. A delay beyond thirty (30) days shall be considered consent. 7.1.1 If HEPIPHARM elects to prosecute any infringement of any HEPI Patents, HEPIPHARM may deduct fifty percent (50%) of the litigation costs from royalties due to HEPI. In no event may the royalties payable to HEPI be reduced by more than fifty percent (50%) in any one year. If the permissible deduction of fifty percent (50%) of prosecution costs exceeds the royalty due in any one year, the deduction may be carried forward and deducted from royalties in subsequent years, provided that the annual royalty payable to HEPI is never reduced by more than fifty percent (50%). 7.1.2 Recoveries or reimbursements from infringement actions commenced by HEPIPHARM shall be distributed as follows: (i) HEPI shall be reimbursed for any royalty payments withheld according to the preceding paragraph; (ii) HEPI and HEPIPHARM shall be reimbursed for their respective litigation costs; (iii) any remaining recoveries or reimbursements shall be retained by HEPIPHARM and shall be subject to payment of royalties pursuant to Article 4 hereof as if the retained recovery or reimbursement were Net Sales by HEPIPHARM. 7.1.3 If HEPI has not taken legal action based on HEPI Patents, within one hundred twenty (120) days of written notification from HEPIPHARM of infringement thereof, or if HEPI elects not to continue prosecuting any legal action against an infringer of HEPI Patents, HEPIPHARM shall Clarx xxxll have the right, but shall not be obligated, to prosecute at its own expense any such infringementinfringements, and HEPI may REDOX agrees that Clarx xxx join HEPIPHARM REDOX as a plaintiff at the expense of HEPIClarx. Xx any infringement action commenced or defended solely by Clarx, xxl expenses and all recovery for infringement shall be those of Clarx. If Clarx xxx not taken legal action or been successful in obtaining cessation of the infringement, within one-hundred eighty (180) days of written notification from REDOX of such infringement, or if Clarx xxxcts not to continue prosecuting any legal action against an infringer, REDOX shall have the right (while the License is an exclusive one), but shall not be obligated, to prosecute at its own expense any such infringement. REDOX may join Clarx xx a plaintiff in any such infringement suit at REDOX's expense. No settlement, consent judgment or other voluntary final disposition of the suit may be entered into without Clarx' consent, which shall not be unreasonably withheld or delayed. In any such action by REDOX, Clarx xxxll be entitled to receive an amount equal to the applicable royalties on any recovery of profits and damages that is in excess of REDOX's costs and expenses. REDOX shall indemnify Clarx xxxinst any order for costs or other payments that may be made against Clarx xx such proceedings. If any declaratory judgment action alleging invalidity or non-infringement of any of the Patents shall be brought against REDOX, Clarx xxxll have the right at its election made within sixty (60) days after commencement of that action, to intervene and take over the sole defense of the action at its expense. In any infringement action so commenced or continued by HEPIPHARMsuit that either party brings to enforce the Patents, the other party shall at the request and expense of the party bringing the suit, cooperate in all recoveries reasonable respects, including, to the extent possible, obtaining the testimony of its employees and making available physical evidence in the possession of that party. REDOX, during the exclusive period of the License, shall be distributed as described have the exclusive right in accordance with the provisions of Section 6.1.22.2, to sublicense any alleged infringer in the Territory for the Field of Use, for future use of the Patents.