Common use of Patent Infringement Clause in Contracts

Patent Infringement. 6.1 If the administrators responsible for this Agreement at VA or University learns of the substantial infringement of any Subject Invention, then the party who learns of the infringement will promptly call attention to the infringement in writing to the other party and provide the other party with reasonable evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. University, in cooperation with VA, will use its best efforts to terminate the infringement without litigation. If the efforts of the parties are not successful in abating the infringement within 90 days after the infringement was formally brought to the attention of the parties, then either party will have the right to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University may permit an exclusive Licensee to bring suit on its own amount, either by formal notice or by failure to act within the period, but only if University or VA elects not to commence suit or join each other in any suit. 6.2 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought by VA, University, and/or an exclusive Licensee, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. Each party will cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party may be represented at its sole expense by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basis.

Patent Infringement. 6.1 If 8.1 In the administrators responsible for this Agreement at VA event the IC or University learns the Institution, including its licensees, shall learn of the substantial infringement of any Subject Inventionpatent subject to this Agreement, then the party who learns of the infringement will shall promptly call attention to the infringement in writing to notify the other party in writing and shall provide the other party with reasonable all available evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityThe IC and its licensees, in cooperation with VAthe Institution, will shall use its their best efforts to terminate eliminate the infringement without litigation. If the efforts of the parties are not successful in abating eliminating the infringement within 90 ninety (90) days after the infringement was infringing party has been formally brought to the attention notified of the partiesinfringement by the IC, then either party will the IC shall have the right right, after consulting with the Institution, to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring . The Institution may commence its own suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join after consultation with the other party or an exclusive Licensee in the suit; orIC. 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University 8.2 The IC may permit an exclusive Licensee its licensees to bring suit on its their own amountaccount, either by formal notice or by failure and the IC shall retain the right to act within the period, but only if University or VA elects not to commence suit or join each other in any licensee's suit. 6.2 Such legal 8.3 The Institution shall take no action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of the Institution, the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as is decided upon will a result of the motion or other action, including all costs incurred by the IC in opposing any joinder action. 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party on account of by whom suit is brought and all recoveries brought. All damages recovered thereby will belong shall first be used to such party, provided, however, that reimburse each party for its expenses related to the legal action brought by VA, University, and/or an exclusive Licenseeor suit, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts remainder of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; anddamages shall be considered Net Revenues. 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. 8.5 Each party will agrees to cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is broughtproceedings. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party The IC may be represented represented, at its sole expense expense, by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basissuit.

Patent Infringement. 6.1 If 9.1 In the administrators responsible for this Agreement at VA event Non-Lead Party or University learns Lead Party, including its licensees, shall learn of the substantial infringement of any Subject Inventionpatent subject to this Agreement, then the party Party who learns of the infringement will shall promptly call attention to notify the infringement other Party in writing to the other party and shall provide the other party Party with reasonable all available evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityLead Party and its licensees, in cooperation with VANon-Lead Party, will shall use its their best efforts to terminate eliminate the infringement without litigation. If the efforts of the parties Parties are not successful in abating eliminating the infringement within 90 ninety (90) days after the infringement was infringer has been formally brought to the attention notified of the partiesinfringement by Lead Party, then either party will Lead Party shall have the right right, after consulting with Non-Lead Party, to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring . Non-Lead Party may join Lead Party's suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the commence its own suit; orhowever, with respect to VA, any such action is subject to approval by the U.S. Department of Justice (DOJ). 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University 9.2 Lead Party may permit an exclusive Licensee its licensees to have first right to bring suit on its their own amountaccount. Non-Lead Party agrees, either by formal notice to the extent it is able to get approval, in the case of the VA from the DOJ, in the case of the University from the Board of Regents, to join or by failure to act within the period, but only be joined in such suit if University or VA elects not to commence suit or join each other in any suitlegally necessary. 6.2 Such legal 9.3 Legal action as is decided upon will or suits to eliminate infringement or recover damages pursuant to Article 9 shall be at the full expense of the party on account of Party by whom suit is brought and all recoveries recovered thereby will belong brought. All monies awarded in litigation shall first be used to such party, provided, however, that reimburse each Party for its expenses relating to the legal action brought by VA, University, and/or an exclusive Licenseeaction, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts remainder of the attorney’s costs, fees, and other related expenses damages shall be considered Net Revenues. 9.4 Each Party agrees to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. Each party will cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party and may be represented represented, at its sole expense expense, by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basissuit.

Patent Infringement. 6.1 If 8.1 In the administrators responsible for this Agreement at VA event the IC or University learns the Institution, including its licensees, shall learn of the substantial infringement of any Subject Inventionpatent subject to this Agreement, then the party who learns of the infringement will shall promptly call attention to the infringement in writing to notify the other party in writing and shall provide the other party with reasonable all available evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityThe Institution and its licensees, in cooperation with VAthe IC, will shall use its their best efforts to terminate eliminate the infringement without litigation. If the efforts of the parties are not successful in abating eliminating the infringement within 90 ninety (90) days after the infringement was infringer has been formally brought to the attention notified of the partiesinfringement by the Institution, then either party will the Institution shall have the right right, after consulting with the IC, to elect to: 6.1.1 commence suit on its own account;. The IC may join the Institution's suit or commence its own suit. 6.1.2 8.2 The Institution may permit an exclusive Licensee its licensees to bring suit separatelyon their own account, but only if University the IC and the Institution elect not to commence separately or VA elects not bring to bring join each other in any suit; 6.1.3 join with the , other than as nominal party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University may permit an exclusive Licensee to bring suit on its own amountplaintiff, either by formal notice or by failure to act within the period, but only if University or VA elects not ninety (90) day period set forth in Paragraph 8.1. The IC shall retain the right to commence suit or join each other in any licensee's suit. 6.2 Such legal 8.3 Neither a licensee nor the Institution shall take action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as is decided upon will a result of the motion or other action, including any and all costs incurred by the IC in opposing any joinder action. 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party on account of by whom suit is brought and all recoveries brought. All damages recovered thereby will belong shall first be used to such party, provided, however, that reimburse each party for its expenses relating to the legal action brought by VA, University, and/or an exclusive Licenseeaction, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts remainder of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; anddamages shall be considered Net Revenues. 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. 8.5 Each party will agrees to cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is broughtproceedings. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party The IC may be represented represented, at its sole expense expense, by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basissuit.

Patent Infringement. 6.1 If the administrators responsible for this Agreement at VA or University learns of the substantial infringement of any Subject Invention, then the party who learns of the infringement will promptly call attention to the infringement in writing to the other party and provide the other party with reasonable evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. University, in cooperation with VA, will use its best efforts to terminate the infringement without litigation. If the efforts of the parties are not successful in abating the infringement within 90 days after the infringement was formally brought to the attention of the parties, then either party will have the right to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University may permit an exclusive Licensee to bring suit on its own amountaccount, either by formal notice or by failure to act within the period, but only if University or VA elects not to commence suit or join each other in any suit. 6.2 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought by VA, University, and/or an exclusive Licensee, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cutscosts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. . 6.3 Each party will cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party may be represented at its sole expense by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basis.

Patent Infringement. 6.1 If the administrators responsible for this Agreement at VA or University learns of the substantial infringement of any Subject Invention, then the party who learns of the infringement will promptly call attention to the infringement in writing to the other party and provide the other party with reasonable evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. University, in cooperation with VA, will use its best efforts to terminate the infringement without litigation. If the efforts of the parties are not successful in abating the infringement within 90 days after the infringement was formally brought to the attention of the parties, then either party will have the right to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University may permit an exclusive Licensee to bring suit on its own amountaccount, either by formal notice or by failure to act within the period, but only if University or VA elects not to commence suit or join each other in any suit. 6.2 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought by VA, University, and/or an exclusive Licensee, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cutscosts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. Exhibit C 6.3 Each party will cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party may be represented at its sole expense by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basis.

Patent Infringement. 6.1 If 5.1 In the event that patent administrators responsible for this Agreement Patent Rights at VA INDIVIDUAL or University learns UCSD learn of the substantial infringement of any Subject Inventionpatent covered by this agreement, then the party who learns learned of the infringement will promptly shall call the attention of the other party to the infringement in writing to the other party and provide the other party with reasonable written evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityUCSD shall, in cooperation with VAINDIVIDUAL, will use its best efforts to terminate the infringement without litigation. If . 5.2 If, however, the efforts of the parties are not successful in abating the infringement within 90 ninety (90) days after the infringement was formally brought to the attention infringer has been notified of the partiesinfringement, then either party will have the right to elect toUCSD may: 6.1.1 5.2.1 commence suit on its own account;; or 6.1.2 5.2.2 permit an exclusive licensee to commence suit on its own account, or with UCSD; or 5.2.3 allow Licensee to have first right, but not the obligation, to enforce Patent Rights against any third party infringer; or 5.2.4 UCSD may request that INDIVIDUAL join as a party plaintiff in a patent infringement litigation. INDIVIDUAL has 90 (ninety) days to inform UCSD of its decision to join or not join in such litigation. In no event may INDIVIDUAL be joined in such a suit without its prior written consent. In the event that UCSD chooses not to commence suit, or to allow an exclusive Licensee to bring suit separatelydo so, but only if University or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University INDIVIDUAL may permit an exclusive Licensee to bring suit on do so at its own amount, either by formal notice or by failure to act within the period, but only if University or VA elects not to commence suit or join each other in any suitelection. 6.2 Such legal 5.3 Legal action to terminate infringement or recover damages, as is decided upon under paragraph 5.2, will be at the full expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought jointly by VA, University, and/or an exclusive Licensee, the parties and fully participated in by the such parties bringing suit will shall be at the joint expense of such parties, the parties (in shares to be mutually agreed upon) and all recoveries will shall be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared jointly by them in direct proportion to the share of expenses expense paid by each party. . 5.4 Each party will shall cooperate with the other in litigation proceedings instituted under this Agreement hereunder but at the expense of the party on account of whom suit is brought. This The litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party INDIVIDUAL may be represented at its sole expense by counsel of its choice pursuant to INDIVIDUAL’s determination in any suit brought by the other party UCSD or an exclusive a Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basis.

Patent Infringement. 6.1 If 8.1 In the administrators responsible for this Agreement at VA event the NIH or University learns the Institution, including its licensees, shall learn of the substantial infringement of any Subject Inventionpatent subject to this Agreement, then the party who learns of the infringement will shall promptly call attention to the infringement in writing to notify the other party in writing and shall provide the other party with reasonable all available evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityThe Institution and its licensees, in cooperation with VAthe NIH, will shall use its their best efforts to terminate eliminate the infringement without litigation. If the efforts of the parties are not successful in abating eliminating the infringement within 90 ninety (90) days after the infringement was infringer has been formally brought to the attention notified of the partiesinfringement by the Institution, then either party will the Institution shall have the right right, after consulting with the NIH, to elect to: 6.1.1 commence suit on its own account;. The NIH may join the Institution's suit or commence its own suit. 6.1.2 8.2 The Institution may permit an exclusive Licensee its licensees to bring suit separatelyon their own account, but only if University the NIH and the Institution elect not to commence separately or VA elects not bring to bring join each other in any suit; 6.1.3 join with the , other than as nominal party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University may permit an exclusive Licensee to bring suit on its own amountplaintiff, either by formal notice or by failure to act within the period, but only if University or VA elects not ninety (90) day period set forth in Paragraph 8.1. The NIH shall retain the right to commence suit or join each other in any licensee's suit. 6.2 Such legal 8.3 Neither a licensee nor the Institution shall take action to compel the NIH either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as is decided upon will a result of the motion or other action, including any and all costs incurred by the NIH in opposing any joinder action. 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party on account of by whom suit is brought and all recoveries brought. All damages recovered thereby will belong shall first be used to such party, provided, however, that reimburse each party for its expenses relating to the legal action brought by VA, University, and/or an exclusive Licenseeaction, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts remainder of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; anddamages shall be considered Net Revenues. 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. 8.5 Each party will agrees to cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is broughtproceedings. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party The NIH may be represented represented, at its sole expense expense, by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basissuit.

Patent Infringement. 6.1 If 15.1. ln the administrators responsible for this Agreement at VA or University learns event that Licensee shall learn of the substantial infringement of any Subject Inventionpatent licensed under this Agreement in the Licensed Field, then the party who learns of the infringement will promptly call attention to the infringement Licensee shall notify Rutgers in writing to the other party and shall provide the other party Rutgers with reasonable evidence of the such infringement. Neither Both parties to this Agreement agree that during the period and in a jurisdiction where Licensee has exclusive rights under this Agreement, neither party will notify a third party of the infringement of any of Rutgers Patent Rights in the Licensed Field without first obtaining written consent of the other party, which consent will shall not be unreasonably withhelddenied. University, Both parties shall use their best efforts in cooperation with VA, will use its best efforts each other to terminate the such infringement without litigation. 15.2. If the efforts of the parties are not successful in abating Rutgers may request that Licensee take legal action against the infringement of Rutgers Patent Rights. lf the infringing activity has not been abated within 90 ninety (90) days after following the infringement was formally brought to the attention effective date of the partiessuch request, then either party will Licensee shall have the right to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring suit separately, but only if University account or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the commence such suit; and each party will . Licensee shall give written notice of its election in writing to Rutgers by the end of the one-hundredth (100th) day after receiving notice of such request from Rutgers. Rutgers may thereafter bring suit for patent infringement if and only if Xxxxxxxx refuses to commence suit. ln the event either party elects to bring suit in accordance with this paragraph, the other party within 10 days after the 90-day period. University may permit an exclusive Licensee to bring thereafter join such suit on at its own amount, either by formal notice or by failure to act within the period, but only if University or VA elects not to commence suit or join each other in any suit. 6.2 expense. Such legal action as is decided upon will shall be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought by VA, University, and/or an exclusive Licensee, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order:brought. 6.2.1 to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party15.3. Each party will agrees to cooperate with the other in litigation proceedings instituted under this Agreement hereunder but at the expense of the party on cn account of whom suit is broughtbrought for out~of- pocket expenses. This Such litigation (including settlement) will shall be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party may be represented at its sole expense by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basis.

Patent Infringement. 6.1 If 18.1 In the administrators responsible for this Agreement at VA or University event that LICENSEE learns of the substantial infringement of any Subject InventionREGENTS’ PATENT RIGHTS under this Agreement, then the party who learns of the infringement LICENSEE will promptly call attention to the infringement in writing to the other party inform REGENTS and will provide the other party REGENTS with reasonable evidence of the such infringement. Neither party Both parties to this Agreement acknowledge that during the period and in a jurisdiction where LICENSEE has exclusive rights under this Agreement, neither will notify a third party of the infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityBoth parties will use their best efforts, in cooperation with VAeach other, will use its best efforts to terminate the such infringement without litigation. 18.2 LICENSEE may request that REGENTS take legal action against the infringement of REGENTS’ PATENT RIGHTS. Such request will be made in writing and will include reasonable evidence of such infringement and damages to LICENSEE. If the efforts infringing activity has not been abated within *** days following the effective date of the parties are not successful in abating the infringement within 90 days after the infringement was formally brought to the attention of the partiessuch request, then either party REGENTS will have the right to elect to: 6.1.1 commence (a) Commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse (b) Refuse to participate in the such suit; and each party . REGENTS will give written notice of its election in writing to LICENSEE by the other party within 10 days end of the *** after the 90-day periodreceiving notice of such request from LICENSEE. University LICENSEE may permit an exclusive Licensee to thereafter bring suit on its own amountfor patent infringement if, either by formal notice or by failure to act within the periodand only if, but only if University or VA REGENTS elects not to commence suit or and if the infringement occurred during the period and in a jurisdiction where LICENSEE had exclusive rights under this Agreement. However, in the event LICENSEE elects to bring suit in accordance with this paragraph, REGENTS may thereafter join each other in any suitsuch suit at its own expense. 6.2 18.3 Such legal action as is decided upon will be at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, provided that legal action brought jointly by VA, University, and/or an exclusive Licensee, REGENTS and LICENSEE and participated in by the parties bringing suit both, will be at the joint expense of such parties, the parties and all recoveries will be allocated in the following order: 6.2.1 : a) to each party reimbursement in equal amounts *** of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cutscosts, fees, and expenses are consumed for each party; and 6.2.2 and b) any remaining amount shared by them in proportion to the share of expenses paid *** by each party. . 18.4 Each party will cooperate with the other in litigation proceedings instituted under this Agreement hereunder but at the expense of the party on account of whom suit is brought. This Such litigation (including settlement) will be controlled by the party bringing the suitaction, except that University will control the suit if brought jointly. Either party REGENTS may be represented at its sole expense by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basisLICENSEE.

Patent Infringement. 6.1 9.1 If the administrators responsible for this Agreement at VA SHOR or University learns shall learn of the substantial infringement of any Subject Inventionthe Patent Rights, then the party who learns learned of the infringement will shall promptly call the other party's attention to the infringement thereto in writing to the other party and shall provide the other party with reasonable evidence of the such infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. University, in cooperation with VASHOR, will shall use its reasonable best efforts to terminate the such infringement without litigation. If the efforts of the parties are not successful in abating the infringement within 90 ninety (90) days after the infringement was infringer has been formally brought to the attention notified of the partiesinfringement by University after consulting with SHOR, then either party will University shall have the right to elect to: 6.1.1 commence 9.1.1 Permit its licensee(s) to bring suit on its own account; 6.1.2 permit an exclusive Licensee to bring 9.1.2 Commence a patent infringement suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join with on it own account after giving SHOR the other party or an exclusive Licensee in the suit; or 6.1.4 refuse opportunity to participate in the suit; 9.1.3 Join with SHOR in such suit; 9.1.4 Join with SHOR and any licensee in such suit; or 9.1.5 Refuse to participate in such suit, and each party will University shall give written notice to SHOR within thirty (30) days after such ninety (90)-day period of its election election. 9.2 The parties agree that if one party to this Commercialization Agreement brings a patent infringement action pursuant to Paragraph 8.1, then: 9.2.1 only the party bringing the action shall be entitled to whatever damages may he recovered in such action; 9.2.2 the party bringing the action, and that party alone, shall bear all costs and expenses associated with the action; and 9.2.3 the party bringing the action shall indemnify and hold harmless the non-participating party from all costs, expenses, claims, causes of action, and damages arising from or in any way related to such action. 9.3 If the parties jointly prosecute a patent infringement action, then the action shall be at the joint expense of the parties (in shares to be mutually agreed upon) and all recoveries shall be shared jointly by them in direct proportion to the other share of expenses paid by each party. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 9.4 Each party within 10 days after agrees to cooperate with the 90-day period. University may permit an exclusive Licensee to bring suit on its own amount, either by formal notice or by failure to act within the period, but only if University or VA elects not to commence suit or join each other in any suit. 6.2 Such legal action as is decided upon will be litigation proceedings instituted hereunder but at the expense of the party on account of whom suit is brought and all recoveries recovered thereby will belong to such if brought solely for one party, provided, however, that legal action brought by VA, University, and/or an exclusive Licensee, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; and 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party's account. Each party will cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is brought. This Such litigation (including settlementthe settlement thereof) will shall be controlled by the party bringing the suit, except that University will shall control the suit if brought jointly, unless University joins only as nominal party plaintiff. Either party SHOR may be represented at its sole his expense by counsel of its his choice in any suit brought solely by SHOR. 9.5 If the other party parties agree that SHOR shall commence suit on his own behalf or an exclusive Licensee. VA’s agreement join with University or any of its licensees in any legal action pursuant to this paragraph is subject Article 9 while SHOR maintains title to U.S. Department of Justice approval on a case-by-case basisany patents contemplated by this Commercialization Agreement, SHOR shall execute whatever papers are necessary to permit such suit.

Patent Infringement. 6.1 If the administrators responsible for this Agreement at VA or University learns Institution or BOARD learn of the a substantial infringement of Patent Rights covering any Subject Invention, then the party who learns of the infringement will promptly call attention to the infringement in writing to notify the other party and provide the other party with in writing, including all reasonable evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityBOARD and Institution, in cooperation with VA, will use its best commercially reasonable efforts to terminate the infringement without litigation. If the efforts of the parties are not successful in abating the infringement within 90 days after the infringement was formally brought to the attention of the parties, then either party will have the right to elect to: 6.1.1 commence suit on its own account;; or 6.1.2 permit join with an exclusive Licensee to bring suit separatelysuit, but only if University BOARD or VA elects not bring to bring suit;suit either solely or jointly with the other party; or 6.1.3 join with the other party or an exclusive Licensee in the suit; or 6.1.4 refuse to participate in the suit; and each . 6.1.5 Each party will agrees to give written notice of its election to the other party within 10 days after the 90-90 day period. University BOARD may permit join with an exclusive Licensee to bring suit on its own amountin bringing suit, either by formal notice or by failure to act within the periodperiod specified, but only if University BOARD or VA elects not to commence suit or join each other in any suit. 6.2 Such legal action as is decided upon will be at the expense of the party on account of by whom suit is brought and all recoveries recovered thereby will belong to such party, provided, however, that legal action brought by VA, UniversityBOARD, and/or an exclusive Licensee, and participated in by the parties bringing suit suit, will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party party, reimbursement in equal proportional amounts of the attorney’s 's costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cutscosts, fees, and expenses are consumed for each partyparty or as required by the terms of any License Agreement covering the Subject Invention for which Patent Rights are being enforced; and 6.2.2 any remaining amount will be shared by them in proportion to the share of expenses paid by each partyparty or as required by the terms of any License Agreement covering the Subject Invention for which Patent Rights are being enforced. 6.3 Each party will cooperate with the other in litigation proceedings instituted under this Agreement Agreement, but at the expense of the party on account of whom suit is broughtor parties electing to bring suit. This litigation (including settlement) will be controlled by the party bringing the suit, except that University BOARD will control the suit if brought jointlyjointly by VA and BOARD. Either party may be represented at its sole expense by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s 's agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case by case basis. BOARD's agreement in this paragraph is subject to the statutory duties of the Texas Attorney General.

Patent Infringement. 6.1 If 8.1 In the administrators responsible for this Agreement at VA event the NIH or University learns the Institution, including its licensees, shall learn of the substantial infringement of any Subject Inventionpatent subject to this Agreement, then the party who learns of the infringement will shall promptly call attention to the infringement in writing to notify the other party in writing and shall provide the other party with reasonable all available evidence of the infringement. Neither party will notify a third party of infringement without first obtaining written consent of the other party, which consent will not be unreasonably withheld. UniversityThe NIH and its licensees, in cooperation with VAthe Institution, will shall use its their best efforts to terminate eliminate the infringement without litigation. If the efforts of the parties are not successful in abating eliminating the infringement within 90 ninety (90) days after the infringement was infringing party has been formally brought to the attention notified of the partiesinfringement by the NIH, then either party will the NIH shall have the right right, after consulting with the Institution, to elect to: 6.1.1 commence suit on its own account; 6.1.2 permit an exclusive Licensee to bring . The Institution may commence its own suit separately, but only if University or VA elects not bring to bring suit; 6.1.3 join after consultation with the other party or an exclusive Licensee in the suit; orNIH. 6.1.4 refuse to participate in the suit; and each party will give written notice of its election to the other party within 10 days after the 90-day period. University 8.2 The NIH may permit an exclusive Licensee its licensees to bring suit on its their own amountaccount, either by formal notice or by failure and the NIH shall retain the right to act within the period, but only if University or VA elects not to commence suit or join each other in any licensee's suit. 6.2 Such legal 8.3 The Institution shall take no action to compel the NIH either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of the Institution, the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as is decided upon will a result of the motion or other action, including all costs incurred by the NIH in opposing any joinder action. 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party on account of by whom suit is brought and all recoveries brought. All damages recovered thereby will belong shall first be used to such party, provided, however, that reimburse each party for its expenses related to the legal action brought by VA, University, and/or an exclusive Licenseeor suit, and participated in by the parties bringing suit will be at the expense of such parties, and all recoveries will be allocated in the following order: 6.2.1 to each party reimbursement in equal amounts remainder of the attorney’s costs, fees, and other related expenses to the extent each party paid for such costs, fees, and expenses until all such cuts, fees, and expenses are consumed for each party; anddamages shall be considered Net Revenues. 6.2.2 any remaining amount shared by them in proportion to the share of expenses paid by each party. 8.5 Each party will agrees to cooperate with the other in litigation proceedings instituted under this Agreement but at the expense of the party on account of whom suit is broughtproceedings. This litigation (including settlement) will be controlled by the party bringing the suit, except that University will control the suit if brought jointly. Either party The NIH may be represented represented, at its sole expense expense, by counsel of its choice in any suit brought by the other party or an exclusive Licensee. VA’s agreement in this paragraph is subject to U.S. Department of Justice approval on a case-by-case basissuit.