Common use of Patent Enforcement Clause in Contracts

Patent Enforcement. 11.1. If at any time during the TERM of this Agreement either party shall become aware of any infringement or threatened infringement of any of ASU's PATENT RIGHTS, such party shall give immediate notice of it to the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE shall have the first right to settle any alleged infringement of ASU's PATENT RIGHTS. ASU shall have the first right to settle any alleged infringement of ASU's PATENT RIGHTS that does not relate to the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged infringement and shall have the right to join in any infringement or enforcement action at its own expense. 11.2. If the party having the first right to take action under Section 11.1 is not able or willing to take action against an infringer as set forth above, the other party shall have the right at any time following one hundred twenty (120) days of receipt of notice of the alleged infringement, to at its or their own expense take action against the infringer. ASU shall permit, if legally necessary, the use of its name and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking such action, royalties specified in Article 5 shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder and in the case of ASU taking such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringement. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments shall be credited against LICENSEE's royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1(a) If either Party learns of an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement or other such claim (an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement. If at any time during the TERM of this Agreement either party In addition, Inspire shall become notify Kissei when Inspire becomes aware of any infringement or threatened infringement of action involving the Product in any of ASU's PATENT RIGHTS, such party shall give immediate notice of it to country outside the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE Territory in a timely manner. (b) Kissei shall have the first right right, but not the duty, to settle institute patent infringement actions against Third Parties based on any alleged Licensed Technology in the Territory. If Kissei does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of ASU's PATENT RIGHTS. ASU learning of such infringement, Inspire shall have the first right right, but not the duty, to settle any alleged infringement of ASU's PATENT RIGHTS that does not relate institute such an action with respect to the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged infringement and shall have the right to join in any infringement or enforcement by such Third Party. The costs and expenses of any such action at its own expense. 11.2. If (including fees of attorneys and other professionals) shall be borne by the party having Party instituting the first right to take action under Section 11.1 is not able or willing to take action against an infringer as set forth aboveaction, the other party shall have the right at any time following one hundred twenty (120) days of receipt of notice of the alleged infringement, to at its or their own expense take action against the infringer. ASU shall permitor, if legally necessary, the use of its name Parties elect to cooperate in instituting and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking maintaining such action, royalties specified in Article 5 such costs and expenses shall be paid to ASU on that portion of any recovery remaining after reimbursement of borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all of LICENSEE'S expenses hereunder necessary and in the case of ASU taking proper documents and take such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringement. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments actions as shall be credited against LICENSEE's royalty obligations appropriate to ASU hereunder for sales in that country where allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue result of such ASU PATENT RIGHT in an interest-bearing escrow account until infringement action (whether by way of settlement or otherwise) shall be applied first to reimburse both Parties for all costs and expenses incurred by the Parties with respect to such action on a decision by a court of last resort. If the court of last resort reverses the initial determinationpro rata basis and, LICENSEE if after such reimbursement any funds shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determinationremain from such award, LICENSEE shall receive all amounts in escrow, plus accrued interest[CONFIDENTIAL TREATMENT REQUESTED]. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. 8.8.1 If at any time during the TERM either Party learns of this Agreement either party shall become aware of any infringement an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement of any of ASU's PATENT RIGHTSor other such claim by a Third Party with respect to the Product within the Territory, such party Party shall give immediate notice of it to promptly notify the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE Party in writing and shall promptly provide such other Party with available evidence of such Infringement. 8.8.2 Echo shall have the first right right, but not the duty, to settle institute patent infringement actions against Third Parties based on any alleged infringement of ASU's PATENT RIGHTSEcho IP or Inventions in the Territory. ASU shall have If Echo (or its designee), as the first right to settle any alleged infringement of ASU's PATENT RIGHTS that case may be, does not relate to secure actual cessation of such infringement (except by granting said Third Party a license under the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged infringed Patents) or institute an infringement and shall have the right to join in any infringement or enforcement action at its own expense. 11.2. If the party having the first right to take action under Section 11.1 is not able or willing to take action proceeding against an infringer as set forth above, the other party shall have the right at any time following offending Third Party within one hundred twenty (120) days of receipt learning of notice of the alleged such infringement, MTIA shall have the right, but not the duty, to at its or their own expense take institute such an action against with respect to any infringement by such Third Party. The costs and expenses of any such action (including fees of attorneys and other professionals) shall be borne by the infringer. ASU shall permitParty instituting the action, or, if legally necessary, the use of its name Parties elect to cooperate in instituting and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking maintaining such action, royalties specified in Article 5 such costs and expenses shall be paid borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the case institution and prosecution of ASU taking such actionactions (including, ASU shall pay without limitation, consenting to LICENSEE the amount being named as a nominal party thereto). Any award paid by Third Parties as a result of any damages for injury to LICENSEE such an infringement action (whether by way of settlement or its SUBLICENSEES resulting from the infringement. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments otherwise) shall be credited against LICENSEE's royalty obligations applied first to ASU hereunder reimburse both Parties for sales all costs and expenses incurred by the Parties with respect to such action on a pro rata basis and, if after such reimbursement any funds shall remain from such award, Echo and MTIA shall divide the remaining funds between them in that country where a valid claim of a dominant patent exists proportion to the extent economic losses suffered by each of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEESthem. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. If at any time during As soon as it shall have knowledge thereof, each Party shall promptly advise the TERM of this Agreement either party shall become aware other Party of any infringement or threatened infringement of the Patents in the Territory by a Third Party. With respect to any of ASU's PATENT RIGHTSPatent that is licensed to SGI exclusively under this Agreement, such party shall give immediate notice of it to the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE SGI shall have the first right right, but not the duty, to settle institute infringement actions against Third Parties. With respect to any alleged infringement of ASU's PATENT RIGHTS. ASU Patent that is licensed to SGI partially exclusively or non-exclusively under this Agreement, BMS shall have the first right right, but not the duty, to settle any alleged institute infringement of ASU's PATENT RIGHTS actions against Third Parties; provided, however, that does not relate to the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged infringement and SGI shall have the right right, at its sole discretion, to join in any infringement or enforcement action participate therein at its own expense. 11.2. For so long as SGI shall continue to participate materially in any such action, BMS shall consult with SGI and take into account each Party's relative interests in such Patent and such infringement action before entering into any settlement arrangement or other amicable arrangement with respect thereto. If the party Party having the first right to take action under Section 11.1 is not able or willing to take action institute an infringement proceeding against an infringer as set forth above, offending Third Party does not do so within 90 days after receipt of notice from the other party Party, such other Party shall have the right at any time following one hundred twenty (120) days of receipt of notice of right, but not the alleged infringementduty, to at its or their own expense take institute such an action. The costs and expenses of any such action against (including reasonable fees of attorneys and other professionals) shall be borne by the infringer. ASU shall permitParty instituting the action, or, if legally necessary, the use of its name Parties elect to cooperate in instituting and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking maintaining such action, royalties specified such costs and expenses shall be borne by the Parties in Article 5 such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents and take such actions as shall be appropriate to allow the other Party to institute and prosecute such infringement actions. Any award paid by Third Parties as a result of such an infringement action (whether by way of settlement or otherwise) shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder the Party who instituted and in the case of ASU taking maintained such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringement. 11.3. If LICENSEEor, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third if both parties under one or more valid claims of a dominant patent to enable LICENSEEinstituted and maintained such action, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments such award shall be credited against LICENSEE's royalty obligations allocated among the Parties in proportion to ASU hereunder for sales in that country where a valid claim of a dominant patent exists their respective contributions to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES costs and SUB-LICENSEESexpenses incurred in such action. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. If at any time during (a) Each of MRC and ANAPTYS shall as soon as practicable after it becomes aware thereof give to the TERM of this Agreement either party shall become aware other in writing reasonable particulars of any use or proposed use or threat of the same by another person in any country which in that Party’s view amounts to or might amount to an infringement of the Patent Rights in such country. ANAPTYS shall at its own expense and with legal counsel of its own choice, bring suit (or take other appropriate legal action) against any actual, alleged or threatened infringement of the Patent Rights. MRC will cooperate with ANAPTYS and name ANAPTYS as a party if required for ANAPTYS to bring the suit. MRC shall cooperate fully with ANAPTYS and shall endeavor to cause the appropriate MRC scientists to cooperate with ANAPTYS at the request of ANAPTYS, including by giving testimony and producing documents lawfully requested in the prosecution of any of ASU's PATENT RIGHTS, such party shall give immediate notice of it to the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE shall have the first right to settle any alleged suit by ANAPTYS for infringement of ASU's PATENT RIGHTS. ASU the MRC Patents; provided, that ANAPTYS shall have the first right to settle any alleged infringement of ASU's PATENT RIGHTS that does not relate to the TECHNOLOGY.. Each party shall give pay all reasonable assistance to the other party expenses (including attorneys’ fees) incurred by MRC in connection with settling any alleged infringement and such cooperation. (b) If ANAPTYS does not wish to undertake such action MRC shall have the right (but not the obligation) to join in any infringement or enforcement action undertake proceedings at its own expense. 11.2expense and with legal counsel of its own choice. If Any damages, monetary awards or other amount recovered, whether by judgment or settlement, pursuant to any suit, proceeding or other legal action taken under this section shall be to the party having the first right to take action under Section 11.1 is not able or willing to take action against an infringer as set forth above, the other party shall have the right at any time following one hundred twenty (120) days of receipt of notice account of the alleged infringement, to at its or their own expense take action against Party bringing and prosecuting the infringer. ASU shall permit, if legally necessary, the use of its name and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking such action, royalties specified in Article 5 shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder and in the case of ASU taking such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringementsame. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments shall be credited against LICENSEE's royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. (a) If at any time during the TERM either Party learns of this Agreement either party shall become aware of any infringement an infringement, unauthorized use, misappropriation or ownership claim or threatened infringement of or other such claim (any of ASU's PATENT RIGHTSthe foregoing, an "infringement") by a Third Party with respect to any Licensed Technology within the Territory, such party Party shall give immediate notice of it to promptly notify the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE Party and shall provide such other Party with available evidence of such infringement. (b) Inspire shall have the first right right, but not the duty, to settle institute patent infringement actions against Third Parties based on any alleged Licensed Technology in the Territory. If Inspire (or its designee) does not secure actual cessation of such infringement or institute an infringement proceeding against an offending Third Party within 180 days of ASU's PATENT RIGHTS. ASU learning of such infringement, Santen shall have the first right right, but not the duty, to settle any alleged infringement of ASU's PATENT RIGHTS that does not relate institute such an action with respect to the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged infringement and shall have the right to join in any infringement or enforcement by such Third Party. The costs and expenses of any such action at its own expense. 11.2. If (including fees of attorneys and other professionals) shall be borne by the party having Party instituting the first right to take action under Section 11.1 is not able or willing to take action against an infringer as set forth aboveaction, the other party shall have the right at any time following one hundred twenty (120) days of receipt of notice of the alleged infringement, to at its or their own expense take action against the infringer. ASU shall permitor, if legally necessary, the use of its name Parties elect to cooperate in instituting and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking maintaining such action, royalties specified in Article 5 such costs and expenses shall be paid borne by the Parties in such proportions as they may agree in writing. Each Party shall execute all necessary and proper documents, take such actions as shall be appropriate to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder allow the other Party to institute and prosecute such infringement actions and shall otherwise cooperate in the case institution and prosecution of ASU taking such actionactions (including, ASU shall pay without limitation, consenting to LICENSEE the amount being named as a nominal party thereto). Any award paid by Third Parties as a result of any damages for injury to LICENSEE such an infringement action (whether by way of settlement or its SUBLICENSEES resulting from the infringement. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments otherwise) shall be credited against LICENSEE's royalty obligations applied first to ASU hereunder reimburse both Parties for sales in that country where all costs and expenses incurred by the Parties with respect to such action on a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEEpro rata basis and, its AFFILIATES and SUB-LICENSEESif after such reimbursement any funds shall remain from such award, they shall be allocated as follows: [CONFIDENTIAL TREATMENT REQUESTED]. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. If at any time during the TERM of this Agreement either party shall become aware of any infringement or threatened infringement of any of ASU's PATENT RIGHTS, such party shall give immediate notice of it to the other party. If the infringement relates to the TECHNOLOGY, then LICENSEE (a) OXiGENE shall have the first right right, but not the duty, to settle institute patent infringement actions against third parties with respect to any alleged infringement of ASU's PATENT RIGHTSthe Licensed Patents. ASU BMS shall have execute all reasonable, necessary and proper documents and take such reasonable actions (other than allowing itself to be named as a party in any litigation or alternative dispute resolution proceeding, and provided that the first right to settle any alleged infringement taking of ASU's PATENT RIGHTS that such actions does not require BMS to expend more than incidental sums of money and does not unreasonably interfere with the conduct of BMS' business in the ordinary course) as shall be appropriate to allow OXiGENE to institute and prosecute infringement actions under this Section 3.10. (b) The costs and expenses of bringing and maintaining any infringement action under Section 3.10(a) shall be borne solely by OXiGENE. To the extent BMS agrees to take any action pursuant to Section 3.10(a) that requires BMS to expend more than incidental sums of money, OXiGENE shall reimburse BMS therefor, promptly after receiving an invoice(s) from BMS. (c) Any award or compensation (including the fair market value of any non-monetary compensation) paid by third parties as a result of any infringement action brought by OXiGENE under Section 3.10(a) (whether by way of settlement or otherwise) shall be allocated first to reimbursement of OXiGENE for all expenses incurred by it in connection with such action. Any remaining award or compensation shall be allocated to OXiGENE; provided, however, that to the extent any such award or compensation (including the fair market value of non-monetary compensation) shall relate to the TECHNOLOGY.. Each party sale of any compounds or products that infringe upon any Licensed Patent (and/or to lost revenue or profits with respect to any Licensed Product), then OXiGENE shall give reasonable assistance to the other party pay BMS a royalty thereon in connection substantial accordance with settling any alleged infringement and shall have the right to join in any infringement or enforcement action at its own expense. 11.2. If the party having the first right to take action under Section 11.1 is not able or willing to take action against an infringer as set forth above3.7, the other party shall have the right at any time following one hundred twenty (120) days exact amount of receipt of notice of the alleged infringement, such royalty to at its or their own expense take action against the infringer. ASU shall permit, if legally necessary, the use of its name and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received calculated in a manner agreed upon by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking such action, royalties specified in Article 5 shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder and in the case of ASU taking such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringementparties. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments shall be credited against LICENSEE's royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. If at any time during In the TERM of this Agreement either party shall become event that MERCK KGAA or GENAISSANCE becomes aware of any infringement actual, suspected or threatened infringement of any of ASU's a MERCK KGAA PATENT RIGHTSor RESULTING IP PATENT anywhere in the TERRITORY, such party that PARTY shall give immediate notice of it to promptly notify the other partyPARTY thereof, with all available information about the situation. If the infringement relates to the TECHNOLOGY, then LICENSEE GENAISSANCE shall have the first right right, but not the obligation, to settle bring, at its own expense, an appropriate action against any alleged THIRD PARTY and to defend any opposition or declaratory judgment action for non-infringement of ASU's PATENT RIGHTSor invalidity, to use MERCK XXXX’s name in connection therewith, and to join MERCK KGAA as a party to any such action. ASU shall have the first right to settle any alleged infringement of ASU's PATENT RIGHTS that If GENAISSANCE does not relate commence such action within [***] of its receipt of a written demand from MERCK KGAA that it do so, then MERCK KGAA, after notifying GENAISSANCE in writing, shall be entitled to the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged bring such infringement and shall have the right to join in any infringement or enforcement action at its own expense. 11.2. If , to use GENAISSANCE’s name in connection therewith, and to join GENAISSANCE as a party to any such action; provided that it commences the party having the action within a further [***] (or else thereafter GENAISSANCE’s first right under this section shall again be applicable to take the situation). The PARTY conducting any such action under this Section 11.1 is not able 12.6 shall have full control over its conduct; provided, however, that any settlement thereof shall be subject to Section 12.8. In any event, MERCK KGAA and GENAISSANCE shall assist one another and co-operate in any such enforcement efforts or willing litigation at the other’s reasonable request without expense to take the requesting PARTY. Either PARTY may join at its own expense any action against an infringer as set forth above, brought by the other party shall have the right at any time following one hundred twenty (120) days of receipt of notice of the alleged infringement, to at its or their own expense take action against the infringer. ASU shall permit, if legally necessary, the use of its name and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking such action, royalties specified in Article 5 shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder and in the case of ASU taking such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringementPARTY. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments shall be credited against LICENSEE's royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.

Patent Enforcement. 11.1. If at any time during In the TERM of this Agreement either party shall become event that MERCK KGAA or GENAISSANCE becomes aware of any infringement actual, suspected or threatened infringement of any of ASU's a MERCK KGAA PATENT RIGHTSor RESULTING IP PATENT anywhere in the TERRITORY, such party that PARTY shall give immediate notice of it to promptly notify the other partyPARTY thereof, with all available information about the situation. If the infringement relates to the TECHNOLOGY, then LICENSEE GENAISSANCE shall have the first right right, but not the obligation, to settle bring, at its own expense, an appropriate action against any alleged THIRD PARTY and to defend any opposition or declaratory judgment action for non-infringement of ASU's PATENT RIGHTSor invalidity, to use MERCK KGAA’s name in connection therewith, and to join MERCK KGAA as a party to any such action. ASU shall have the first right to settle any alleged infringement of ASU's PATENT RIGHTS that If GENAISSANCE does not relate commence such action within [**] of its receipt of a written demand from MERCK KGAA that it do so, then MERCK KGAA, after notifying GENAISSANCE in writing, shall be entitled to the TECHNOLOGY.. Each party shall give reasonable assistance to the other party in connection with settling any alleged bring such infringement and shall have the right to join in any infringement or enforcement action at its own expense. 11.2. If , to use GENAISSANCE’s name in connection therewith, and to join GENAISSANCE as a party to any such action; provided that it commences the party having the action within a further [**] (or else thereafter GENAISSANCE’s first right under this section shall again be applicable to take the situation). The PARTY conducting any such action under this Section 11.1 is not able 12.6 shall have full control over its conduct; provided, however, that any settlement thereof shall be subject to Section 12.8. In any event, MERCK KGAA and GENAISSANCE shall assist one another and co-operate in any such enforcement efforts or willing litigation at the other’s reasonable request without expense to take the requesting PARTY. Either PARTY may join at its own expense any action against an infringer as set forth above, brought by the other party shall have the right at any time following one hundred twenty (120) days of receipt of notice of the alleged infringement, to at its or their own expense take action against the infringer. ASU shall permit, if legally necessary, the use of its name and shall execute any documents and do any acts as may be reasonably necessary for the purpose of taking action. Any recovery received by the party taking action against an infringer pursuant to this Paragraph shall be retained for the benefit of such party, provided that in the case of LICENSEE taking such action, royalties specified in Article 5 shall be paid to ASU on that portion of any recovery remaining after reimbursement of all of LICENSEE'S expenses hereunder and in the case of ASU taking such action, ASU shall pay to LICENSEE the amount of any damages for injury to LICENSEE or its SUBLICENSEES resulting from the infringementPARTY. 11.3. If LICENSEE, its AFFILIATES or SUB-LICENSEES must pay royalties or license fees in any country to third parties under one or more valid claims of a dominant patent to enable LICENSEE, its AFFILIATES or SUB-LICENSEES to use the inventions of the ASU's PATENT RIGHTS, those payments shall be credited against LICENSEE's royalty obligations to ASU hereunder for sales in that country where a valid claim of a dominant patent exists to the extent of payments of royalties or license fees actually made to third parties by LICENSEE, its AFFILIATES and SUB-LICENSEES. 11.4. After an initial determination by a court or tribunal that a claim or claims of any of ASU's PATENT RIGHTS is invalid, LICENSEE shall place all royalties due by virtue of such ASU PATENT RIGHT in an interest-bearing escrow account until a decision by a court of last resort. If the court of last resort reverses the initial determination, LICENSEE shall cause to be paid to ASU all amounts in escrow plus accrued interest within thirty (30) days after receipt of the determination of the court of last resort. If the court of last resort upholds the initial determination, LICENSEE shall receive all amounts in escrow, plus accrued interest. 11.5. Each party agrees to use its best efforts whenever a protective order is to be entered with a court of competent jurisdiction, to have the order permit at least one counsel from each party access to information provided under the protective order without restriction.