Solazyme. As between the Parties, Solazyme shall have the sole right, but not the obligation, at its sole cost, to take legal action to enforce or defend any declaratory action or counterclaim with respect to any Patents contained in (i) the Solazyme Background Technology, (ii) the New Technology and (iii) the Operational Technology, and to settle any such action. Solazyme shall retain all recoveries or awards relating to such infringing activity or proceedings.
Solazyme. As between the Parties, Solazyme shall have the right, at its sole discretion and cost, to prepare, file, prosecute and maintain, all patent applications and patents with respect to (i) the Solazyme Background Technology, (ii) the New Technology and (iii) the Operational Technology, and to conduct any interferences, re-examinations, reissues, oppositions or requests for patent term extension or governmental equivalents thereto.
Solazyme. Notwithstanding the License, the Parties agree that:
Solazyme. (i) Solazyme shall have the right during the Term, at its own cost and expense, to prosecute, seek, obtain, maintain and update any registrations or similar protections for the Solazyme Platform Patents.
Solazyme. Solazyme shall indemnify, defend and hold harmless CTV and its Affiliates and their respective directors, officers, employees, consultants, agents and their respective successors, heirs and assigns (the “CTV Indemnitees”) from and against any Liabilities arising, directly or indirectly, out of or in connection with Third-Party claims, suits, actions, demands or judgments relating to (i) any breach by Solazyme of its representations and warranties in this Agreement, (ii) any negligence or willful misconduct of Solazyme, any of its Affiliates, or any of its sublicensees, except to the extent such Liabilities result from the gross negligence or intentional misconduct of CTV, any of its Affiliates, or any of its authorized sublicensees, or (iii) any alleged misappropriation by Solazyme or any of its Affiliates of the Intellectual Property rights (except for any Patent rights) of a Third Party based on the use or practice by CTV (or any of its Affiliates or sublicensees) of the licenses provided by Solazyme in this Agreement.
Solazyme. Solazyme represents and warrants that, as of the Effective Date:
Solazyme. As among the Parties, Solazyme, Inc. shall have the right, at its sole discretion and cost, to prepare, file, prosecute and maintain, all patent applications and patents with respect to the Solazyme Technology, and to conduct any interferences, re-examinations, reissues, oppositions or requests for patent term extension or governmental equivalents thereto. (b) JV Companies. As among the Parties, the Company shall have the right, at its sole discretion and cost, to prepare, file, prosecute and maintain, all patent applications and patents with respect to the JV Company Technology, and to conduct any interferences, re-examinations, reissues, oppositions or requests for patent term extension or governmental equivalents thereto. Notwithstanding the foregoing, in the event that the Company elects in writing not to exercise (or fails to commence such exercise within thirty (30) days from receipt of a written request to do so from Solazyme, Inc.) any of the rights described in this Section 9.2(b) with respect to any JV Company Technology that is Microbe Technology, then Solazyme, Inc. shall have the right (but not the obligation) to exercise such rights, at its sole cost and expense. 24 † Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c)
