Common use of Solely-Owned Technology Clause in Contracts

Solely-Owned Technology. Subject to 7.3.2 below, in the event that any GenVec Technology or Fuso Technology (in this Section, both referred to as "Technology") necessary for use 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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * of the remainder shall be paid to the owner of the subject Technology and * retained by the Licensee.

Solely-Owned Technology. Subject to 7.3.2 below, in the event that any GenVec Technology or Fuso Technology (in this Section, both referred to as "Technology") necessary for use 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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * percent (*%) of the remainder shall be paid to the owner of the subject Technology and * percent (*%) retained by the Licensee. If the Licensee initiates such suit in the name of the Owner of such Technology against such infringement, the Licensee shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part the Owner, or (ii) the invalidity, unenforceability or absence of infringement of the Owner's Technology, without the prior written consent of the Owner, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Solely-Owned Technology. Subject to 7.3.2 below, in the event that any GenVec Technology or Fuso Technology (in this Section, both referred to as "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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * percent (*%) of the remainder shall be paid to the owner of the subject Technology and * percent (*%) retained by the Licensee. If the Licensee initiates such suit in the name of the Owner of such Technology against such infringement, the Licensee shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part the Owner, or (ii) the invalidity, unenforceability or absence of infringement of the Owner's Technology, without the prior written consent of the Owner, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.

Solely-Owned Technology. Subject to 7.3.2 below, in the event that any GenVec Technology or Fuso Technology (in this Section, both referred to as "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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * of the remainder shall be paid to the owner of the subject Technology and * retained by the Licensee.

Solely-Owned Technology. Subject to 7.3.2 14.4.2 below, in the event that any GenVec Introgen Technology or Fuso RPRP Technology (in this Section, both referred to as "Technology") necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third third-party in any country in the Territorywhich Introgen or RPRP has rights to market such Collaboration Product, or is subject to a declaratory judgment action arising from such infringement in such country, Fuso Introgen or GenVec, as the case may be, RPRP (respectively) shall promptly notify the other party hereto. The party which owns or controls owner of such Technology (the "Owner") shall have the initial right (but not the obligation) to enforce such Technologythe Technology it owns, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the Owner owner of such Technology 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 to do so if such infringement is occurring in a territory in which the other party (the "Licensee") has the right to do somarket the subject Collaboration Product, such Licensee may, subject to the Owner's agreements with third parties, may initiate such suit in the name of the Owner owner of such Technology against such infringement, at the expense of such Licensee. 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 proceeding. If the party Party initiating the suit was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if applicable, included in Net Sales for purposes of Article 8 if the infringing activities were in a country in which royalties would be due on sales of a Collaboration Product. If the party initiating the suit is the Licensee, * twenty percent (20%) of the remainder shall be paid to the owner of the subject Technology and * retained by eighty percent (80%) to the Licensee.

Solely-Owned Technology. Subject to 7.3.2 below, in the event ----------------------- that any GenVec Technology or Fuso Technology (in this Section, both referred to as "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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * of the remainder shall be paid to the owner of the subject Technology and * retained by the Licensee.

Solely-Owned Technology. Subject to 7.3.2 below, in the event ----------------------- that any GenVec Technology or Fuso Technology (in this Section, both referred to as "Technology") necessary for use 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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * [*] of the remainder shall be paid to the owner of the subject Technology and * [*] retained by the Licensee.

Solely-Owned Technology. Subject to 7.3.2 14.4.2 below, in the event that any GenVec Introgen Technology or Fuso RPRP Technology (in this Section, both referred to as "Technology") necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third third-party in any country in the Territorywhich Introgen or RPRP has rights to market such Collaboration Product, or is subject to a declaratory judgment action arising from such infringement in such country, Fuso Introgen or GenVec, as the case may be, RPRP (respectively) shall promptly notify the other party hereto. The party which owns or controls owner of such Technology (the "Owner") shall have the initial right (but not the obligation) to enforce such Technologythe Technology it owns, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the Owner owner of such Technology 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 to do so if such infringement is occurring in a territory in which the other party (the "Licensee") has the right to do somarket the subject Collaboration Product, such Licensee may, subject to the Owner's agreements with third parties, may initiate such suit in the name of the Owner owner of such Technology against such infringement, at the expense of such Licensee. 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 -24- 30 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 proceeding. If the party Party initiating the suit was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if applicable, included in Net Sales for purposes of Article 8 if the infringing activities were in a country in which royalties would be due on sales of a Collaboration Product. If the party initiating the suit is the Licensee, * twenty percent (20%) of the remainder shall be paid to the owner of the subject Technology and * retained by eighty percent (80%) to the Licensee.

Solely-Owned Technology. Subject to 7.3.2 below, in the event ----------------------- that any GenVec Technology or Fuso Technology (in this Section, both referred to as "Technology") necessary for use 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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * of the remainder shall be paid to the owner of the subject Technology and * retained by the Licensee.

Solely-Owned Technology. Subject to 7.3.2 below, in the event ----------------------- that any GenVec Technology or Fuso Technology (in this Section, both referred to as "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, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "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 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, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. 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 was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * [*] of the remainder shall be paid to the 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.