Common use of Notice and Discontinuance of Infringement Clause in Contracts

Notice and Discontinuance of Infringement. In the event that either SPL or Licensor becomes aware of any third party infringement within the Territory of any Valid Claim, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor shall have a period of six (6) months from the date of said notice to obtain a discontinuance of such infringement or bring suit against the third party infringer. Licensor shall bear all the expenses of any suit brought by it. SPL shall have the right, prior to commencement of the trial, suit or action brought by Licensor, to join any such suit or action, and in such event shall pay one-half of all costs of such suit or action. In the event that SPL has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPL. In the event that SPL has not joined the suit or action, SPL will reasonably cooperate with Licensor in any such suit or action and shall have the right to consult with Licensor and be represented by its own counsel, provided that Licensor shall periodically reimburse SPL for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with Licensor. Any recovery or damages derived from any suit under this Section 4.3(a) where SPL has joined and shared costs shall be used first to reimburse each of Licensor and SPL for its documented out-of-pocket legal expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL has not joined shall be retained by Licensor.

Notice and Discontinuance of Infringement. In the event that either SPL Schering or Licensor becomes aware of any third party infringement within the Territory of any Valid Claim, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor shall have a period of six (6) months from the date of said notice to obtain a discontinuance of such infringement or bring suit against the third party infringer. Licensor shall bear all the expenses of any suit brought by it. SPL Schering shall have the right, prior to commencement of the trial, suit or action brought by Licensor, to join any such suit or action, and in such event shall pay one-half of all costs of such suit or action. In the event that SPL Schering has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPLSchering. In the event that SPL Schering has not joined the suit or action, SPL Schering will reasonably cooperate with Licensor in any such suit or action and shall have the right to consult with Licensor and be represented by its own counsel, provided that Licensor shall periodically reimburse SPL Schering for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with Licensor. Any recovery or damages derived from any suit under this Section 4.3(a) where SPL Schering has joined and shared costs shall be used first to reimburse each of Licensor and SPL Schering for its documented out-of-pocket legal expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL Schering for amounts attributed to SPLSchering's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL Schering has not joined shall be retained by Licensor.

Notice and Discontinuance of Infringement. In the event that either SPL or Licensor Party becomes aware of any third third-party infringement within the Territory of any Valid ClaimClaim of the Axonyx Patent Rights or ARS Patent Rights, it such Party will notify the other Party in writing to that effect. Any , including within such notice shall include evidence to support an allegation of infringement by such third party. Licensor Axonyx shall have a period of six ninety (690) months days from the date of said such notice to obtain a discontinuance of such infringement or to bring suit against the third third-party infringerinfringer and shall notify ARS thirty (30) days prior to bringing such suit. Licensor Axonyx shall bear all the expenses of any suit brought by it. SPL ARS shall have the right, prior to commencement of the trial, suit or action brought by LicensorAxonyx, to join any such suit or actionsuit, and in such event shall pay one-half of all the costs of such suit or actionsuit. In the event that SPL ARS has joined in the action suit and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPLARS, and any recovery or damages derived from such suit shall be used first to reimburse each of Axonyx and ARS for its reasonable documented out-of-pocket legal expenses relating to the suit, with any remaining amounts to be shared equally by the Parties. In the event that SPL ARS has not joined the suit or actionsuit, SPL will ARS shall reasonably cooperate with Licensor Axonyx in any such suit or action and shall have the right to consult with Licensor Axonyx and be represented by independent counsel at its own counselexpense with respect to such suit, provided provided, however, that Licensor Axonyx shall periodically reimburse SPL ARS for its out-of-pocket costs (excluding the costs of retaining its own outside independent counsel) incurred in cooperating with LicensorAxonyx. Axonyx shall keep ARS informed of the status of any such suit and shall provide ARS with copies of all pleadings filed in such suit. Any recovery or damages derived from any such suit under this Section 4.3(a) where SPL has joined and shared costs shall be used first to reimburse each of Licensor and SPL for its documented out-of-pocket legal expenses relating to or the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL has not joined settlement thereof shall be retained by LicensorAxonyx.

Notice and Discontinuance of Infringement. In the event that either SPL or Licensor becomes aware of any third party infringement within the Territory of any Valid Claim, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor shall have a period of six (6) [ * ] months from the date of said notice to obtain a discontinuance of such infringement or bring suit against the third party infringer. Licensor shall bear all the expenses of any suit brought by it. SPL shall have the right, prior to commencement of the trial, suit or action brought by Licensor, to join any such suit or action, and in such event shall pay one-half of all costs of such suit or action. In the event that SPL has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPL. In the event that SPL has not joined the suit or action, SPL will reasonably cooperate with Licensor in any such suit or action and shall have the right to consult with Licensor and be represented by its own counsel, provided that Licensor shall periodically reimburse SPL for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with Licensor. Any recovery or damages derived from any suit under this Section 4.3(a) where SPL has joined and shared costs shall be used first to reimburse each of Licensor and SPL for its documented out-of-pocket legal expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally [ * ] by the Parties. Any recovery or damages derived from a suit which SPL has not joined shall be retained by Licensor.

Notice and Discontinuance of Infringement. In the event ----------------------------------------- that either SPL Schering or Licensor Zonagen becomes aware of any third party infringement within the Territory of any Valid Claimissued patent within the Patent Rights, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor Zonagen shall have a period of six (6) months from the date of said notice use its best efforts to obtain a discontinuance of such infringement or bring suit against the third party infringerinfringer *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. Licensor The omitted portion has been separately filed with the Commission. within *** from the date of said notice. Zonagen shall bear all the expenses of any suit brought by it. SPL Schering shall have the right, prior to commencement of the trial, suit or action brought by LicensorZonagen, to join any such suit or action, and in such event shall pay one-half of all the costs of such suit or action. In no event shall Zonagen enter into any settlement, consent judgment or other voluntary final disposition of such suit which would adversely affect Schering's rights under this Agreement in any way without first obtaining Schering's written consent to do so, which consent may be provided or withheld in Schering's sole discretion. Additionally, in the event that SPL Schering has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPLSchering. In the event that SPL Schering has not joined the suit or action, SPL Schering will reasonably cooperate with Licensor Zonagen in any such suit or action and shall have the right to consult with Licensor Zonagen and be represented by its own counselcounsel at its own expense, provided that Licensor -------- Zonagen shall periodically reimburse SPL Schering for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with LicensorZonagen. Any recovery or damages derived from any a suit under this Section 4.3(a) where SPL which Schering has joined and shared costs shall be used first to reimburse each of Licensor Zonagen and SPL Schering for its documented out-of-pocket legal expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, amounts to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL Schering has not joined shall be retained by LicensorZonagen.

Notice and Discontinuance of Infringement. In the event that either SPL or Licensor party becomes aware of any third third-party infringement within the Territory of any Valid ClaimClaim of the Axonyx Patent Rights or ARS Patent Rights, it such party will notify the other Party in writing party to that effect. Any , including within such notice shall include evidence to support an allegation of infringement by such third party. Licensor Axonyx shall have a period of six ninety (690) months days from the date of said such notice to obtain a discontinuance of such infringement or to bring suit against the third third-party infringerinfringer and shall notify ARS thirty (30) days prior to bringing such suit. Licensor Axonyx shall bear all the expenses of any suit brought by it. SPL ARS shall have the right, prior to commencement of the trial, suit or action brought by LicensorAxonyx, to join any such suit or actionsuit, and in such event shall pay one-half of all the costs of such suit or actionsuit. In the event that SPL ARS has joined in the action suit and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPLARS, and any recovery or damages derived from such suit shall be used first to reimburse each of Axonyx and ARS for its reasonable documented out-of-pocket legal expenses relating to the suit, with any remaining amounts to be shared equally by the parties. In the event that SPL ARS has not joined the suit or actionsuit, SPL will ARS shall reasonably cooperate with Licensor Axonyx in any such suit or action and shall have the right to consult with Licensor Axonyx and be represented by independent counsel at its own counselexpense, provided PROVIDED, HOWEVER, that Licensor Axonyx shall periodically reimburse SPL ARS for its out-of-pocket costs (excluding the costs of retaining its own outside independent counsel) incurred in cooperating with LicensorAxonyx. Axonyx shall keep Ares informed of the status of any such suit and shall provide Ares with copies of all pleadings filed in such suit. Any recovery or damages derived from any such suit under this Section 4.3(a) where SPL has joined and shared costs shall be used first to reimburse each of Licensor and SPL for its documented out-of-pocket legal expenses relating to or the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL has not joined settlement thereof shall be retained by LicensorAxonyx.

Notice and Discontinuance of Infringement. In the event that either SPL Schering or Licensor becomes aware of any third party infringement within the Territory of any Valid Claim, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor shall have a period of six (6) [ * ] months from the date of said notice to obtain a discontinuance of such infringement or bring suit against the third party infringer. Licensor shall bear all the expenses of any suit brought by it. SPL Schering shall have the right, prior to commencement of the trial, suit or action brought by Licensor, to join any such suit or action, and in such event shall pay one-half of all costs of such suit or action. In the event that SPL Schering has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPLSchering. In the event that SPL Schering has not joined the suit or action, SPL Schering will reasonably cooperate with Licensor in any such suit or action and shall have the right to consult with Licensor and be represented by its own counsel, provided that Licensor shall periodically reimburse SPL Schering for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with Licensor. Any recovery or damages derived from any suit under this Section 4.3(a) where SPL Schering has joined and shared costs shall be used first to reimburse each of Licensor and SPL Schering for its documented out-of-pocket legal expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL Schering for amounts attributed to SPLSchering's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally [ * ] by the Parties. Any recovery or damages derived from a suit which SPL Schering has not joined shall be retained by Licensor.

Notice and Discontinuance of Infringement. In the event that either SPL or Licensor party becomes aware of any third third-party infringement within the Territory of any Valid ClaimClaim under University Patent or Generated Intellectual Property, it such party will notify the other Party in writing party to that effect. Any , including within such notice shall include evidence to support an allegation of infringement by such third party. Licensor Sponsor shall have a period of six the right but not the obligation, ninety (690) months days from the date of said such notice to obtain a discontinuance of such infringement or to bring suit against the third third-party infringerinfringer and shall notify University thirty (30) days prior to bringing such suit. Licensor Sponsor shall bear all the expenses of any suit brought by it. SPL University shall have the right, prior to commencement of the trial, suit or action brought by LicensorSponsor, to join any such suit or actionsuit, and in such event shall pay one-half of all the costs of such suit or actionsuit. In the event that SPL University has joined in the action suit and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPLUniversity, and any recovery or damages derived from such suit shall be used first to reimburse each of Sponsor and University for its reasonable documented out-of-pocket legal expenses relating to the suit, with any remaining amounts to be shared by the parties in equal shares. In the event that SPL University has not joined the suit or actionsuit, SPL will University shall reasonably cooperate with Licensor Sponsor in any such suit or action and shall have the right to consult with Licensor Sponsor and be represented by independent counsel at its own counselexpense, provided provided, however, that Licensor Sponsor shall periodically reimburse SPL University for its out-of-pocket costs (excluding the costs of retaining its own outside independent counsel) incurred in cooperating with LicensorSponsor. Sponsor shall keep University informed of the status of any such suit and shall provide University with copies of all pleadings filed in such suit. Any recovery or damages derived from any such suit under this Section 4.3(a) where SPL has joined and shared costs shall be used first to reimburse each of Licensor and SPL for its documented out-of-pocket legal expenses relating to or the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL has not joined settlement thereof shall be retained by LicensorSponsor.

Notice and Discontinuance of Infringement. In the event that ----------------------------------------- either SPL SP Ltd. or Licensor Zonagen becomes aware of any third party infringement within any country in the Territory of any Valid Claimissued patent within the Patent Rights, it will notify the other Party in writing to that effect. Any such notice shall include evidence to support an allegation of infringement by such third party. Licensor Zonagen shall have a period of six (6) months from the date of said notice use its best efforts to obtain a discontinuance of such infringement or bring suit against the third party infringerinfringer within *** from the date of said notice. Licensor Zonagen shall bear all the expenses of any suit brought by it. SPL SP Ltd. shall have the right, prior to commencement of the trial, suit or action brought by LicensorZonagen, to join any such suit or action, and in such event shall pay one-half of all the costs of such suit or action. In no event shall Zonagen enter into any settlement, consent judgment or other voluntary final disposition of such suit which would adversely affect SP Ltd.'s rights under this Agreement in any way without first obtaining SP Ltd.'s written consent to do so, which consent may be provided or withheld in SP Ltd.'s sole discretion. Additionally, in the event that SPL SP Ltd. has joined in the action and shared in the costs thereof as set forth above, no settlement, consent judgment or other voluntary final disposition of the suit may be entered into without the consent of SPL. SP Ltd.. In the event that SPL SP Ltd. has not joined the suit or action, SPL SP Ltd. will reasonably cooperate with Licensor Zonagen in any such suit or action and shall have the right to consult with Licensor Zonagen and be represented by its own counselcounsel at its own expense, provided that Licensor Zonagen shall periodically reimburse SPL SP Ltd. for its out-of-pocket costs (excluding the costs of retaining its own outside counsel) incurred in cooperating with LicensorZonagen. Any recovery or damages derived from any a suit under this Section 4.3(a) where SPL which SP Ltd. has joined and shared costs shall be used first to reimburse each of Licensor Zonagen and SPL SP Ltd. for its documented out-of-pocket legal -42- *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission. expenses relating to the suit, shall be used second to reimburse Licensor for royalties lost as a result of reduced sales of Licensed Product, shall be used third to reimburse SPL for amounts attributed to SPL's lost profits, with any remaining amounts, including but not limited to punitive, exemplary, or other enhanced damages, amounts to be shared equally by the Parties. Any recovery or damages derived from a suit which SPL SP Ltd. has not joined shall be retained by LicensorZonagen.