Common use of Solely Owned Inventions Clause in Contracts

Solely Owned Inventions. Subject to 14.4.3 below, in the event that any Background Technology or Collaboration Technology solely owned by a Party (collectively "Technology") necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third Party in any country in the Territory, or is subject to a declaratory judgment action arising from such infringement in such country, Warner or GenVec, as the case may be, shall promptly notify the other Party hereto. The Party which owns or Controls such Technology (the "Technology Owner") shall have the initial right (but not the obligation) to enforce such Technology, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the Technology Owner fails to initiate a suit to enforce such Technology against a commercially significant infringement in the Field by a Third Party in any jurisdiction in the Territory within * of a request by the other Party (the "Licensee") to do so, the Licensee may, subject to the Technology Owner's agreements with Third Parties, initiate such suit in the name of the Technology Owner of such Technology against such infringement, at the expense of such Licensee. In the event that the Technology Owner's agreements with a Third Party do not allow the other Party hereto to initiate a suit as described above to enforce the Technology against a Third Party infringer, then the Technology Owner shall be obligated to commence such a suit and use diligent efforts in connection therewith or obtain for the Licensee the right to commence suit against the infringer. The Party involved in any such claim, suit or proceeding, shall keep the other Party hereto reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such Party received as a result of any such claim, suit or proceeding shall be used first to reimburse such Party for all expenses (including attorneys and professional fees) incurred in connection with such claim, suit or proceeding and if the Party initiating the suit is the Technology Owner of the subject Technology, all of the remainder shall be retained by such Technology Owner, and if the Party initiating the suit is the Licensee, * of the remainder shall be paid to the Technology Owner of the subject Technology and * retained by the Licensee.

Solely Owned Inventions. Subject to 14.4.3 9.5.3 below, in the event that any Background Technology or Collaboration Technology solely owned by a Party (collectively "Technology") necessary necessary, for manufacture, use and sale of a Collaboration Warner Product or an Other Product is infringed or misappropriated by a third Third Party in any country country, in the Territory, or is subject to a declaratory judgment action arising from such infringement in such country, Warner or GenVecSequana, as the case may be, shall promptly notify the other Party hereto. The Party which owns or Controls such Technology (the "Technology Owner") shall have the initial right (but not the obligation) to enforce such Technology, or defend any declaratory declaratory, judgment action with respect thereto, at its expense. In the event that the Technology Owner fails to initiate a suit to enforce such Technology against a commercially significant infringement in the Field by a Third Party in any jurisdiction in the Territory within * one hundred eighty (180) days of a request by the other Party (the "Licensee") to do so, if the Licensee has the right to commercialize such Warner Product or Other Product, the Licensee may, subject to the Technology Owner's agreements with Third Parties, initiate such suit in the name of the Technology Owner of such Technology against such infringement, at the expense of such Licensee. In the event that the Technology Owner's agreements with a Third Party do not allow the other Party hereto to initiate a suit as described above to enforce the Technology against a Third Party Party, infringer, then the Technology Owner shall be obligated to commence such a suit and use diligent efforts in connection therewith or obtain for the Licensee the right to commence suit against the infringer. The Party involved in any such claim, suit or proceeding, shall keep the other Party Party' hereto reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such Party received as a result of any such claim, suit or proceeding shall be used first to reimburse such Party for all expenses (including attorneys and professional fees) incurred in connection with such claim, suit or proceeding and if the Party initiating the suit is the Technology Owner of the subject Technology, all of the remainder shall be retained by such Technology Owner, and if the Party initiating the suit is the Licensee, * of the remainder shall be paid to the Technology Owner of the subject Technology and * retained by the Licensee.[*]

Solely Owned Inventions. Subject to 14.4.3 below, in the ----------------------- event that any Background Technology or Collaboration Technology solely owned by a Party (collectively "Technology") necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third Party in any country in the Territory, or is subject to a declaratory judgment action arising from such infringement in such country, Warner or GenVec, as the case may be, shall promptly notify the other Party hereto. The Party which owns or Controls such Technology (the "Technology Owner") shall have the initial right (but not the obligation) to enforce such Technology, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the Technology Owner fails to initiate a suit to enforce such Technology against a commercially significant infringement in the Field by a Third Party in any jurisdiction in the Territory within * [*] of a request by the other Party (the "Licensee") to do so, the Licensee may, subject to the Technology Owner's agreements with Third Parties, initiate such suit in the name of the Technology Owner of such Technology against such infringement, at the expense of such Licensee. In the event that the Technology Owner's agreements with a Third Party do not allow the other Party hereto to initiate a suit as described above to enforce the Technology against a Third Party infringer, then the Technology Owner shall be obligated to commence such a suit and use diligent efforts in connection therewith or obtain for the Licensee the right to commence suit against the infringer. The Party involved in any such claim, suit or proceeding, shall keep the other Party hereto reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such Party received as a result of any such claim, suit or proceeding shall be used first to reimburse such Party for all expenses (including attorneys and professional fees) incurred in connection with such claim, suit or proceeding and if the Party initiating the suit is the Technology Owner of the subject Technology, all of the remainder shall be retained by such Technology Owner, and if the Party initiating the suit is the Licensee, * [*] of the remainder shall be paid to the Technology Owner of the subject Technology and * [*] retained by the Licensee.. [*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. -39-

Solely Owned Inventions. Subject to 14.4.3 below, in the ----------------------- event that any Background Technology or Collaboration Technology solely owned by a Party (collectively "Technology") necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third Party in any country in the Territory, or is subject to a declaratory judgment action arising from such infringement in such country, Warner or GenVec, as the case may be, shall promptly notify the other Party hereto. The Party which owns or Controls such Technology (the "Technology Owner") shall have the initial right (but not the obligation) to enforce such Technology, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the Technology Owner fails to initiate a suit to enforce such Technology against a commercially significant infringement in the Field by a Third Party in any jurisdiction in the Territory within * of a request by the other Party (the "Licensee") to do so, the Licensee may, subject to the Technology Owner's agreements with Third Parties, initiate such suit in the name of the Technology Owner of such Technology against such infringement, at the expense of such Licensee. In the event that the Technology Owner's agreements with a Third Party do not allow the other Party hereto to initiate a suit as described above to enforce the Technology against a Third Party infringer, then the Technology Owner shall be obligated to commence such a suit and use diligent efforts in connection therewith or obtain for the Licensee the right to commence suit against the infringer. The Party involved in any such claim, suit or proceeding, shall keep the other Party hereto reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such Party received as a result of any such claim, suit or proceeding shall be used first to reimburse such Party for all expenses (including attorneys and professional fees) incurred in connection with such claim, suit or proceeding and if the Party initiating the suit is the Technology Owner of the subject Technology, all of the remainder shall be retained by such Technology Owner, and if the Party initiating the suit is the Licensee, * of the remainder shall be paid to the Technology Owner of the subject Technology and * retained by the Licensee.