Common use of Intellectual Property Protection Clause in Contracts

Intellectual Property Protection. 12.1 The Licensor shall apply for, prosecute and maintain such patent/s or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name of Licensor. 12.3 Licensor will, at the cost of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed of all progress in relation to any applications to register patents or other Intellectual Property Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validity. 12.5 If: (a) Licensee requests the Licensor in writing to file any patent or other Licensed IP Right with respect to any Licensed IP, and the Licensor declines or fails to do so within thirty (30) days from the request by Licensee; or (b) Lxxxxxxx decides that it does not wish to continue to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject to the provisions of this Agreement, and the Licensor will have no rights in relation to the same (including under the License). 12.6 Licensor must pay directly all fees, costs and expenses (including patent attorney and legal fees and expenses) in connection with the filing, prosecution and maintenance of any patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity of such registrations.

Intellectual Property Protection. 12.1 The (a.) Licensor shall apply for, prosecute warrants that: (i) Licensee’s use and maintain such patent/s or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name of Licensor. 12.3 Licensor will, at the cost exploitation of the LicensorTRAZER Technology, do everything reasonably necessary to assist each Licensee to obtain registration including, but not by way of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed limitation, the use and exploitation of the Know-How, TRAZER Patents, Works, Technical Information and all progress in relation to any applications to register patents or other Intellectual Property Proprietary Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validity. 12.5 If: (a) Licensee requests the Licensor in writing to file any patent or other Licensed IP Right with respect to any Licensed IPassociated therewith, and the use, copying, modification and distribution of code for the Health Care Software Licensed Programs, for the purposes of and as permitted by this Agreement, will be free of any rightful claim of any third party for infringement of the TRAZER Patents; and (ii) the TRAZER Technology, the Know-How, TRAZER Patents, Works, Technical Information and Proprietary Rights do not infringe the intellectual property rights of any third party. (b.) If any action or proceeding is brought challenging the right of Licensee to develop, manufacture, use, sell, provide, distribute, lease, sublicense or transfer any TRAZER Product on the basis of alleged infringement of TRAZER Patent rights or the intellectual property rights of any third party, Trazer Tech shall defend Licensee during the pending of such action and indemnify and hold Licensee harmless from any and all liabilities, damages, settlements, costs, expenses and fees, including without limitation attorneys’ fees, incurred in connection therewith. If there is any adjudication resulting in Licensor’s loss of rights necessary to develop, manufacture, use, sell, provide, distribute, lease, sublicense or transfer TRAZER Product on an exclusive basis after giving effect to such adjudication, Licensee shall have the right to (i) terminate this Agreement without penalty or further duty or liability to Licensor declines with the exception of the responsibility to pay any Revenue Share due on sales completed prior to such adjudication, or fails to do so (ii) continue to act as exclusive Licensee for such rights Licensor still possesses in which event the minimum Revenue Share requirements set forth in Schedule A shall be inapplicable, but the Revenue Share shall remain in effect. (c.) While Licensor hereby grants to Trazer Tech the primary right to prosecute any infringement of the TRAZER Patents, including the right to: (i) institute and prosecute any and all actions to enjoin any and all infringers and (ii) institute and prosecute any other action or actions in a court of law or patent office which it may deem necessary, Licensee and Trazer Tech agree to use reasonable best efforts to cooperate in prosecute any infringement of the TRAZER Patents, and share equally any costs associated with such prosecution. In such a case, Licensee and Trazer Tech will share equally any and all recovery therefrom. If, however, Licensee and Trazer Tech cannot, within thirty sixty days of receiving notice of the alleged infringement, agree to cooperate in such prosecution, Licensee may assume such prosecution at its sole cost and retain any and all recovery therefrom. In the event Licensee decides not to assume such prosecution, Licensor may assume such prosecution at its sole costs and retain any and all recovery therefrom. (30d.) days from With the request exception of patent applications filed by Licensee; or (b) Lxxxxxxx decides that it does not wish , all patent applications comprised within the TRAZER Patents shall be prosecuted to continue to prosecute issuance or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely final rejection by Licensor at its own cost and expense; and (d) the Intellectual Property Rights relating . With respect only to that any taxes, annuities, working fees, maintenance fees, and/or renewal and extension charges applicable to each patent application or registration will no longer be and patent subject to this Agreement which shall be punctually paid by Licensor, Licensor shall maintain in full force and effect each of the provisions TRAZER Patents and all Proprietary Rights for the entirety of this Agreement, and the Licensor will have no rights in relation to the same (including under the License)Term. 12.6 Licensor must pay directly all fees, costs and expenses (including patent attorney and legal fees and expenses) in connection with the filing, prosecution and maintenance of any patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity of such registrations.

Intellectual Property Protection. 12.1 The Licensor 10.1. [if patented, trademarked, or copyrighted] LICENSEE shall apply forbe responsible for all past, prosecute present and maintain such patent/s or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name future costs of Licensor. 12.3 Licensor will, at the cost of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed of all progress in relation to any applications to register patents or other Intellectual Property Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance of all United States trademark, copyright, and/or patent applications contained in the LICENSED INTELLECTUAL PROPERTY. Any and any oppositions or other challenges to validityall such United States trademark, copyright, and/or patent applications, and resulting issued trademarks, copyrights, and/or patents, shall remain the property of YALE. 12.5 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign trademark, copyright, and/or patent applications, and trademarks, copyrights, and/or patents contained in the LICENSED INTELLECTUAL PROPERTY in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such 10.3. If: (a) Licensee requests , upon the Licensor request of YALE, LICENSEE does not pay the expenses of filing, prosecuting or maintaining a trademark, copyright, and/or patent application or trademark, copyright, and/or patent in writing to file any patent or other Licensed IP Right country, then LICENSEE's rights under this Agreement shall terminate automatically with respect to that country. YALE reserves the right to require LICENSEE to pay all such expenses in advance, based upon good-faith estimates from YALE’s outside counsel. 10.4. The costs mentioned in Sections 10.1 and 10.2 shall include, but are not limited to, any Licensed IPpast, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE's option, either directly to outside counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the Licensor declines or fails to do so appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or its counsel, as appropriate, within the thirty day period, LICENSEE shall be charged an eight percent (8%) surcharge on the invoiced amount plus interest at the rate of one percent (1%) per month or fraction thereof or such higher amount as may be charged by patent counsel. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the request by Licensee; or (b) Lxxxxxxx decides that it does not wish failure of LICENSEE to continue make any payment whatsoever when due. YALE shall be entitled to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject recover reasonable attorneys’ fees and costs related to the provisions administration or enforcement of this AgreementAgreement following such failure to pay. Failure of LICENSEE to pay the costs shall be grounds for termination by YALE under 10.5. All applications under the LICENSED INTELLECTUAL PROPERTY shall be prepared, prosecuted, filed and maintained by independent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent counsel shall be ultimately responsible to YALE. YALE shall instruct counsel to keep both YALE and LICENSEE 10.6. LICENSEE shall mark, and the Licensor will have no rights in relation shall require AFFILIATES and SUBLICENSEES to the same (including under the License). 12.6 Licensor must pay directly mark, all feesLICENSED PRODUCTS, costs and expenses (including patent attorney and legal fees and expenses) in connection that are tangible products, with the filingnumbers of all patents included in LICENSED INTELLECTUAL PROPERTY that cover the LICENSED PRODUCTS. Without limiting the foregoing, prosecution and maintenance all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity laws of such registrationsthat country.

Intellectual Property Protection. 12.1 The Licensor 10.1. LICENSEE shall apply forbe responsible for all past, prosecute present and maintain such patent/s or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name future costs of Licensor. 12.3 Licensor will, at the cost of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed of all progress in relation to any applications to register patents or other Intellectual Property Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance of all United States trademark, copyright, and/or patent applications contained in the LICENSED INTELLECTUAL PROPERTY. Any and any oppositions or other challenges to validityall such United States trademark, copyright, and/or patent applications, and resulting issued trademarks, copyrights, and/or patents, shall remain the property of YALE. 12.5 If: (a) Licensee requests 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign trademark, copyright, and/or patent applications, and trademarks, copyrights, and/or patents contained in the Licensor LICENSED INTELLECTUAL PROPERTY in writing the countries outside the United States in the LICENSED TERRITORY selected by LICENSEE. All such applications or trademarks, copyrights, and/or patents shall remain the property of YALE. LICENSEE acknowledges that YALE shall not be required to file any such applications in low- income countries, as designated by the World Bank (xxx.xxxxxxxxx.xxx). SAMPLE 10.3. If, upon the request of YALE, LICENSEE does not pay the expenses of filing, prosecuting or maintaining a trademark, copyright, and/or patent application or other Licensed IP Right trademark, copyright, and/or patent in any country, then LICENSEE's rights under this Agreement shall terminate automatically with respect to that country. YALE reserves the right to require LICENSEE to pay all such expenses in advance, based upon good-faith estimates from YALE’s outside counsel. 10.4. The costs mentioned in Sections 10.1 and 10.2 shall include, but are not limited to, any Licensed IPpast, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE's option, either directly to outside counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the Licensor declines or fails to do so appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or its counsel, as appropriate, within the thirty day period, LICENSEE shall be charged an eight percent (8%) surcharge on the invoiced amount plus interest at the rate of one percent (1%) per month or fraction thereof or such higher amount as may be charged by patent counsel. The payment of such interest shall not foreclose YALE from exercising any other right it may have as a consequence of the request failure of LICENSEE to make any payment whatsoever when due. YALE shall be entitled to recover reasonable attorneys’ fees and costs related to the administration or enforcement of this Agreement following such failure to pay. Failure of LICENSEE to pay the costs shall be grounds for termination by Licensee; orYALE under (b) Lxxxxxxx decides that it does not wish 10.5. All applications under the LICENSED INTELLECTUAL PROPERTY shall be prepared, prosecuted, filed and maintained by independent counsel chosen by YALE and reasonably acceptable to continue LICENSEE. Said independent counsel shall be ultimately responsible to prosecute or maintain any YALE. YALE shall instruct counsel to keep both YALE and LICENSEE fully informed of the progress of all trademark, copyright, and/or patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; applications and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject to the provisions of this Agreement10.6. LICENSEE shall mark, and the Licensor will have no rights in relation shall require AFFILIATES and SUBLICENSEES to the same (including under the License). 12.6 Licensor must pay directly mark, all feesLICENSED PRODUCTS, costs and expenses (including patent attorney and legal fees and expenses) in connection that are tangible products, with the filingnumbers of all patents included in LICENSED INTELLECTUAL PROPERTY that cover the LICENSED PRODUCTS. Without limiting the foregoing, prosecution and maintenance all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity laws of such registrationsthat country.

Intellectual Property Protection. 12.1 The Licensor shall apply for, prosecute and maintain such patent/s or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name of Licensor. 12.3 Licensor will, at the cost of the Licensor, do everything reasonably necessary to assist each the Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees that it will keep each the Licensee informed of all progress in relation to any applications to register patents or other Intellectual Property Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validity. 12.5 If: (a) Licensee requests the Licensor in writing to file any patent or other Licensed IP Right with respect to any Licensed IP, and the Licensor declines or fails to do so within thirty (30) days from the request by Licensee; or (b) Lxxxxxxx Xxxxxxxx decides that it does not wish to continue to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject to the provisions of this Agreement, and the Licensor will have no rights in relation to the same (including under the LicenseLicence). 12.6 Licensor must pay directly all fees, costs and expenses (including patent attorney and legal fees and expenses) in connection with the filing, prosecution and maintenance of any patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity of such registrations.

Intellectual Property Protection. 12.1 The Licensor 3.1 At all stages throughout any Project the Institution shall apply fortake all steps (including in particular by so specifying in contracts with researchers, prosecute consultants and maintain such patent/s or other Licensed IP Rights with respect personnel engaged on the Project and/or obtaining written assignments of any Intellectual Property Rights) to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name of Licensor. 12.3 Licensor will, at the cost of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees ensure that it will keep each Licensee informed of all progress in relation to any applications to register patents or other Intellectual Property Rights with respect are solely legally and beneficially owned by the Institution. 3.2 At all stages throughout any Project the Institution shall take all reasonable steps to protect any Intellectual Property Rights which it reasonably considers to have commercial potential and shall promptly inform the Licensed IP including by instructing Trust of the existence of any such Intellectual Property Rights and the Institution shall in its own name and atits own expense apply for such patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions design or other challenges to validity. 12.5 If: (a) Licensee requests the Licensor protection available in writing to file any patent or other Licensed IP Right with respect to any Licensed IP, and the Licensor declines or fails to do so within thirty (30) days from the request by Licensee; or (b) Lxxxxxxx decides that it does not wish to continue to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; and (d) of the Intellectual Property Rights relating in such parts of the world as may be reasonably necessary to protect the Intellectual Property Rights. 3.3 It is hereby confirmed that application or registration will no longer be all property, right and interest in any Intellectual Property Rights and any improvements, modifications and amendments thereto shall remain at all times vested in the Institution, subject to the provisions rights of the Trust to receive Periodical Sums or other Revenue Sharing pursuant to this Agreement, Agreement and to take steps to protect or Exploit the Licensor Intellectual Property Rights pursuant to Clause 9.1 below. 3.4 The Institution undertakes to take all steps (including any legal proceedings) as may be necessary to halt any infringement or prevent any threatened infringement by a third party of any of the Intellectual Property Rights of which it becomes aware where such infringement would affect prejudicially the Trust’s interests to a substantial extent wherever there is a reasonable prospect of such steps being successful and where such proceedings would be commercially worthwhile. The Institution will have no rights in relation bear the cost of any such proceedings and account to the same Trust for a fair proportion of the damages awarded, after the deduction of the Institution’s costs of the proceedings PROVIDED THAT: (including under i) if the License)parties do not agree whether any particular proceedings or other such steps have a reasonable prospect of success, the Institution shall obtain the opinion of a specialist Counsel of at least 10 years call as to whether such proposed action has a reasonable prospect of success; (ii) the fair proportion of the damages to be allocated to the Trust shall, unless otherwise agreed between the parties, be a proportion of such damages (net of costs) equal to the Trust’s Proportion. 12.6 Licensor must pay directly 3.5 The Institution shall procure that no Exploitation of the Intellectual Property Rights will to the knowledge of the Institution result in the infringement of valid patents or other intellectual property rights of third parties. Accordingly the Institution shall indemnify and agrees to keep indemnified the Trust against all feescosts, costs damages, demands, expenses and expenses (including patent attorney and legal fees and expenses) in connection with losses which the filing, prosecution and maintenance Trust may incur as a result of any patent claims or proceedings brought against the Trust that the Intellectual Property Rights infringe any valid patents or other Licensed IP Right with respect to intellectual property rights of any Licensed IPthird party. 3.6 The Institution shall procure that in the event that the Intellectual Property Rights, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge part of them, are assigned, licensed or otherwise disposed of pursuant to this Agreement an indemnity on the terms set out in Clause 3.5 is granted to the validity Trust by the relevant assignee, licensee or other recipient of such registrationsthe Intellectual Property Rights.

Intellectual Property Protection. 12.1 6.1 The Licensor shall apply forLicense granted hereunder is conditioned upon the Institution’s full and complete compliance with the provisions of the trademark, prosecute patent, industrial design and maintain such copyright laws of the United States. IMAIOS has the right, but not the obligation, to obtain appropriate trademark, patent/s , industrial design and/or copyright protection for the marks and designs of the Software. 6.2 The Institution agrees to cooperate with IMAIOS in protecting and defending the intellectual property associated with the Software. In the event that any claim or other Licensed IP Rights problem arises with respect to the Licensed IP as are commercially protection of the Software, The Institution shall promptly advise IMAIOS in writing of the nature and legally reasonable. 12.2 Any patent/s extent of same. IMAIOS has no obligation to take any action whatsoever in the event that any claim or other Licensed IP Rights problem arises with respect to the Licensed IP must be filed protection of the Software. IMAIOS shall have the option, however, of proceeding with counsel of its own choice and registered in to direct the name handling of Licensor. 12.3 Licensor willthe litigation and any settlement thereof. Alternatively, IMAIOS may, at IMAIOS' own expense, have the cost of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed of all progress in relation to any applications to register patents or other Intellectual Property Rights with respect to the Licensed IP including by instructing Institution proceed on its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validity. 12.5 If: (a) Licensee requests the Licensor in writing to file any patent or other Licensed IP Right behalf with respect to any Licensed IPsuch claim or problem, and provided, however, that IMAIOS' prior express written permission shall be obtained by the Licensor declines or fails Institution prior to do so within thirty (30) days from incurring any costs chargeable to IMAIOS in connection therewith. Notwithstanding the request by Licensee; or (b) Lxxxxxxx decides foregoing, both parties acknowledge that it does not wish to continue to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject to the provisions unauthorized use of this Agreement, and the Licensor will have no IMAIOS’ intellectual property rights in relation to the same (including under the License). 12.6 Licensor must pay directly all fees, costs and expenses (including patent attorney and legal fees and expenses) in connection with the filing, prosecution Software erodes their value and maintenance of any patent or other Licensed IP Right with the Parties will exercise their best commercial efforts to protect this value. 6.3 With respect to any Licensed IPand all claims and suits involving products liability and other "non- infringement" matters, including the Institution's insurance carrier shall retain all usual rights to choose counsel, settle claims, etc. The Institution agrees to keep IMAIOS fully informed of any costs claims and expenses incurred further agrees to name IMAIOS as an additionally insured individual on such policies of insurance. 6.4 The Institution agrees that it shall not at any time apply for any copyright, trademark, industrial design or patent protection which would affect IMAIOS' rights in dealing the Software or file any document with any opposition to government authority or take any applications for such registrations other action which could affect IMAIOS' ownership of the Software or any challenge to the validity of such registrationsaid or abet anyone else in doing so.

Intellectual Property Protection. 12.1 The (a.) Licensor shall apply for, prosecute warrants that: (i) Licensee’s use and maintain such patent/s or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered in the name of Licensor. 12.3 Licensor will, at the cost exploitation of the LicensorTRAZER Technology, do everything reasonably necessary to assist each Licensee to obtain registration including, but not by way of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed limitation, the use and exploitation of the Know-How, TRAZER Patents, Works, Technical Information and all progress in relation to any applications to register patents or other Intellectual Property Proprietary Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validity. 12.5 If: (a) Licensee requests the Licensor in writing to file any patent or other Licensed IP Right with respect to any Licensed IPassociated therewith, and the use, copying, modification and distribution of code for the Health Care Software Licensed Programs, for the purposes of and as permitted by this Agreement; will be free of any rightful claim of any third party for infringement of the TRAZER. Patents; and (ii) the TRAZER Technology, the Know-How, TRAZER Patents, Works, Technical Information and Proprietary Rights do not infringe the intellectual property rights of any third party. (b.) If any action or proceeding is brought challenging the right of Licensee to develop, manufacture, use, sell, provide, distribute, lease, sublicense or transfer any TRAZER Product on the basis of alleged infringement of TRAZER Patent rights or the intellectual property rights of any third party, Trazer Tech shall defend Licensee during the pending of such action and indemnify and hold Licensee harmless from any and all liabilities, damages, settlements, costs, expenses and fees, including without limitation attorneys’ fees, incurred in connection therewith. If there is any adjudication resulting in Licensor’s loss of rights necessary to develop, manufacture, use, sell, provide, distribute, lease, sublicense or transfer TRAZER Product on an exclusive basis after giving effect to such adjudication, Licensee shall have the right to (i) terminate this Agreement without penalty or further duty or liability to Licensor declines with the exception of the responsibility to pay any Revenue Share due on sales completed prior to such adjudication, or fails to do so within thirty (30ii) days from continue to act as exclusive Licensee for such rights Licensor still possesses in which event the request by Licensee; orminimum Revenue Share requirements set forth in Schedule A shall be inapplicable, but the Revenue Share shall remain in effect. (bc.) Lxxxxxxx decides that it does not wish While Licensor hereby grants to continue Trazer Tech the primary right to prosecute any infringement of the TRAZER Patents, including the right to: (i) institute and prosecute any and all actions to enjoin any and all infringers and (ii) institute and prosecute any other action or maintain actions in a court of law or patent office which it may deem necessary, Licensee and Trazer Tech agree to use reasonable best efforts to cooperate in prosecute any patent or other Licensed IP Right infringement of the TRAZER Patents, and share equally any costs associated with respect such prosecution. In such a case, Licensee and Trazer Tech will share equally any and all recovery therefrom. If, however, Licensee and Trazer Tech cannot, within sixty days of receiving notice of the alleged infringement, agree to any Licensed IPcooperate in such prosecution, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely assume such prosecution at its own expense; and (d) sole cost and retain any and all recovery therefrom. In the Intellectual Property Rights relating event Licensee decides not to that application or registration will no longer be subject to the provisions of this Agreementassume such prosecution, and the Licensor will have no rights in relation to the same (including under the License). 12.6 Licensor must pay directly all fees, may assume such prosecution at its sole costs and expenses (including patent attorney retain any and legal fees and expenses) in connection with the filing, prosecution and maintenance of any patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity of such registrationsall recovery therefrom.

Intellectual Property Protection. 12.1 The Licensor shall apply forA. HP will defend or settle any claim against Reseller that any HP Product furnished under this Agreement infringes a patent, prosecute and maintain such patent/s utility model, industrial design, copyright, trade secret, mask work or other Licensed IP Rights with respect to the Licensed IP as are commercially and legally reasonable. 12.2 Any patent/s or other Licensed IP Rights with respect to the Licensed IP must be filed and registered trademark in the name country where Reseller acquires or sells the Product from HP, provided that Reseller: 1. Promptly notifies HP in writing of Licensor.the claim; and 12.3 Licensor will, at 2. Cooperates with HP in and grants HP sole authority to control the defense and any related settlement. HP will pay the cost of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IPsuch defense or settlement and any costs and damages finally awarded by a court against Reseller. 12.4 Licensor agrees that it will keep each Licensee informed of all progress in relation B. HP's indemnity shall extend to any applications to register patents or other Intellectual Property Rights Reseller's authorized Customers under this Agreement provided they comply with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validityobligations above. 12.5 IfC. HP may procure for Reseller, its Customers and end-users the right to continued sale or use, as appropriate, of the Product or HP may modify or replace the Product. If a court enjoins the sale or use of the Product and HP determines that none of the above alternatives is reasonably available, or in the case of a settlement agreement which binds HP, HP will have the option to replace the Product with a non-infringing Product, modify the Product so it becomes non-infringing at HP's expense, or repurchase the HP Product from Distributor or Authorized Reseller at Net Distributor price less depreciation. D. HP has no obligation for any claim of infringement arising from: (a) Licensee requests 1. HP's compliance with any designs, specifications or instructions of Reseller; 2. Modification of the Licensor Product by Reseller or a third party; 3. Use of the Product in writing to file any patent or other Licensed IP Right with respect to any Licensed IP, and the Licensor declines or fails to do so within thirty (30) days from the request a way not specified by LicenseeHP; or (b) Lxxxxxxx decides that it does 4. Use of the Product with products not wish to continue to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then:supplied by HP. (c) Licensee may proceed to do so solely at its own expense; and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject to the provisions of E. This Section states HP's entire liability for intellectual property infringement by HP Products furnished under this Agreement, and the Licensor will have no rights in relation to the same (including under the License). 12.6 Licensor must pay directly all fees, costs and expenses (including patent attorney and legal fees and expenses) in connection with the filing, prosecution and maintenance of any patent or other Licensed IP Right with respect to any Licensed IP, including any costs and expenses incurred in dealing with any opposition to any applications for such registrations or any challenge to the validity of such registrations.

Intellectual Property Protection. 12.1 The Licensor 10.1 MEE and its Resellers shall apply forhave all rights to use the Trademarks, prosecute including, without limitation, in and maintain such patent/s or other on any business documents, invoices, stationery, advertising, promotions, labels, packaging and otherwise in connection with the Licensed IP Rights Programs. 10.2 MEE shall cooperate fully and in good faith with respect MathSoft for the purpose of securing and preserving MathSoft's rights in and to the Licensed IP as are commercially and legally reasonableTrademarks. 12.2 Any patent/s 10.3 MathSoft and MEE shall not, during the term of this Agreement or other Licensed IP Rights with respect thereafter, impair MathSoft's title or rights in and to the Licensed IP must be filed Trademarks in any jurisdiction or impair the validity of this License. 10.4 MEE shall notify MathSoft if it becomes aware of any infringement or copying of the Trademarks by any third parties during the term of this License, and registered in MathSoft shall take the necessary and reasonable steps to prohibit the unauthorized use and/or infringement of the Trademarks. 10.5 MEE shall not use the Trademarks or any other trademarks, trade names, logos or slogans of MathSoft or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of Licensor. 12.3 Licensor will, at the cost any product of the Licensor, do everything reasonably necessary to assist each Licensee to obtain registration of registrable Licensed IP. 12.4 Licensor agrees that it will keep each Licensee informed of all progress in relation to any applications to register patents or MEE other Intellectual Property Rights with respect to the Licensed IP including by instructing its patent attorneys to provide Licensee with copies of all documents and correspondence relating to filing, prosecution and maintenance and any oppositions or other challenges to validity. 12.5 If: than (a) Licensee requests the Licensor in writing to file any patent or other Licensed IP Right with respect to any Licensed IP, and the Licensor declines or fails to do so within thirty (30) days from the request by Licensee; or (b) Lxxxxxxx decides that it does not wish to continue to prosecute or maintain any patent or other Licensed IP Right with respect to any Licensed IP, it must provide Licensee with notice in writing at least thirty (30) days in advance and, then: (c) Licensee may proceed to do so solely at its own expense; and (d) the Intellectual Property Rights relating to that application or registration will no longer be subject to the provisions of this Agreement, and the Licensor will have no rights in relation to the same (including under the License). 12.6 Licensor must pay directly all fees, costs and expenses (including patent attorney and legal fees and expensesi) in connection with the filingLicensed Programs or (ii) as permitted pursuant to the Trademark License Agreement between MathSoft and MathSoft Corporate Holdings, prosecution and maintenance of Inc. dated the date hereof. MEE shall not remove, alter, obscure or conceal any patent copyright, trademark or other proprietary rights notices placed on or embedded by MathSoft on or in the Licensed IP Right Programs. To protect and preserve the goodwill and image of the Licensed Programs, MEE shall (1) conduct business in a manner that reflects favorably at all times on the Licensed Programs and the reputation of MathSoft; (2) avoid deceptive, misleading, or unethical practices that are or might be detrimental to MathSoft, the Licensed Programs, or the public, including any disparagement of MathSoft or the Licensed Programs; (3) make no false or misleading representations with regard to MathSoft or the Licensed Programs; (4) refrain from publishing or employing any misleading or deceptive advertising material; and (5) refrain from making any representations, warranties, or guarantees with respect to any the specifications, features, or capabilities of the Licensed IPPrograms that are inconsistent with the User Manuals or Documentation, including all warranties and disclaimers contained in such User Manuals or Documentation. MEE represents and covenants that it will not register under its own name or on its behalf any costs and expenses incurred in dealing with any opposition to any applications for such registrations Trademarks or any challenge other trademarks, trade names, logos or slogans of MathSoft or any word, symbol, or design confusingly similar to the validity Trademarks, that it will not take any action adverse to MathSoft's interest in the Trademarks, and that, to the best of its ability, it will ensure that its designated Resellers who use the Trademarks under the terms of this Agreement will also abide by the terms of this provision. 10.6 MathSoft shall provide MEE with copies of the Trademarks in order to assist MEE in marketing the Licensed Program. Such Trademarks shall be used by MEE in accordance with this Agreement and with MathSoft's policies and practices regarding trademark usage as established and provided from time to time by MathSoft. MEE may duplicate these materials as required, or order additional copies at MathSoft's reproduction costs plus reasonable markup for administrative expenses. MEE shall provide to MathSoft, upon MathSoft's written request, copies of promotional materials displaying any Trademark or referring to MathSoft. MEE agrees to change, at its expense, any material which MathSoft, in its reasonable judgment, determines to be inaccurate or misleading, or a misuse of any MathSoft Trademark. 10.7 MEE agrees to attribute the Trademarks listed in Schedule A hereto in any ---------- MEE advertising, brochures, documentation and literature that use such registrationsTrademarks. Such attribution need only be made for the first use in a particular document. Attribution shall be made by footnote reference and/or by use of the international symbols "(R)" and "(TM)".