Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. CSRA agrees to notify CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Know-How or Licensed Marks that comes to the attention of CSRA or a CSRA Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRA, CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC provides written notice or confirmation to CSRA that it determines not to bring an Enforcement Action, CSRA may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA shall indemnify, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA without CSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRA.

Enforcement Actions. CSRA Ultra agrees to notify CSC Delta in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of CSRA Ultra or a CSRA an Ultra Subsidiary. CSC Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Delta Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSCDelta, and CSC Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC Delta as a direct result of an Enforcement Action. CSRA Ultra shall, and if requested by CSC Delta cause CSRA Ultra Subsidiaries and any sublicensees to, at CSCDelta’s expense, cooperate fully and promptly with CSC Delta with respect to such Enforcement Action, in such manner and to such extent as CSC Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRAUltra, CSRA Ultra Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC Delta provides written notice or confirmation to CSRA Ultra that it determines not to bring an Enforcement Action, CSRA Ultra may, with the prior written consent of CSC Delta (which consent may be withheld by CSC Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that CSRA Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA Ultra shall not compromise or settle any Enforcement Action without the prior written consent of CSCDelta; provided, further that CSRA Ultra shall indemnify, defend and hold harmless (at CSRAUltra’s sole cost and expense) CSC Delta for any losses of CSC Delta arising from or relating to such Enforcement Action brought by CSRA Ultra without CSCDelta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA Ultra shall be borne by CSRA Ultra and any Recoveries awarded to CSRA Ultra as a direct result of an Enforcement Action brought by CSRA Ultra shall belong to CSRAUltra. CSC Delta shall, if reasonably requested by CSRA Ultra and at CSRAUltra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC Delta to join as a party any Enforcement Action brought by CSRAUltra.

Enforcement Actions. CSRA agrees (a) Indivior shall have the initial right, but not the obligation, using counsel of its choice and at its own cost to notify CSC enforce the Addex Existing Patent Rights, Addex Development Patent Rights, Addex Overlapping Patent Rights, and/or Joint Patent Rights in writingthe Field or defend any declaratory action with respect thereto, as promptly well as reasonably practicableany nullity, inventorship or other action brought in a judicial proceeding affecting the scope, validity, or enforceability of any actualthe Addex Existing Patent Rights, threatened Addex Development Patent Rights, Addex Overlapping Patent Rights, or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Know-How or Licensed Marks that comes to the attention of CSRA or a CSRA SubsidiaryJoint Patent Rights. CSC Indivior shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control of any dispute, claim, litigation, United States Patent and Trademark Office decisions or other U.S. or foreign governmental or administrative proceedingaspects of such action, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating subject to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”Section 7.4(b). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA Addex shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees toupon request, at CSC’s expense, cooperate fully and promptly with CSC with respect give to Indivior such Enforcement Action, in such manner and to such extent reasonable assistance as CSC Indivior may reasonably request, including joining by signing or executing any necessary Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Rule 406 of the Securities Act of 1933, as amended. documents and consenting to its name being used in the proceedings; provided that Indivior shall reimburse Addex for any reasonable out-of-pocket expenses incurred while providing such Enforcement Action as assistance and provide an indemnity in respect of any costs order made against Addex by reason of lending its name to the proceedings, where such costs order did not result from Addex wrongdoing or from conduct that would require Addex to indemnify Indivior under this Agreement. Indivior shall keep Addex reasonably informed of the progress of the action and shall consider the comments and observations of Addex in prosecuting the action. If Indivior does not, within [***] days of a party. Nothing herein shall be construed as notice from Addex requiring CSC to take any action to bring bringing or defending such action, institute or defend such an action, then Addex shall have the right, but not the obligation, at its own cost, to commence proceedings or assume the defense in the Territory regarding the action and, in such case, Addex shall, subject to Section 7.4(b), have sole control of any Enforcement Action decisions or other aspects of the action, and Indivior shall, upon request, give to indemnify or hold harmless CSRA, CSRA Subsidiaries, or Addex such reasonable assistance as Addex may reasonably request; provided that Addex shall reimburse Indivior for any sublicensees reasonable out-of-pocket expenses incurred while providing such assistance and provide an indemnity in respect of any costs order made against Indivior in connection therewith. During the Initial Term, in the event CSC provides written notice where such costs order did not result from Indivior’s wrongdoing or confirmation from conduct that would require Indivior to CSRA that it determines not to bring an Enforcement Action, CSRA may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its businessindemnify Addex under this Agreement; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, provided further that CSRA nothing in this Section 7.4(a) shall indemnifyoblige Indivior to lend its name to, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA without CSC’s prior written consent, including, for the avoidance of doubtbe joined in, any losses arising from any counterclaim proceedings commenced by Addex pursuant to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRAforegoing.

Enforcement Actions. CSRA Computer Sciences GS agrees to notify CSC in writing, as promptly as reasonably practicable, of any actual, threatened actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Methodologies, Licensed Know-How or Licensed Marks that comes to the attention of CSRA or a CSRA SubsidiaryComputer Sciences GS. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA Computer Sciences GS shall, and if requested by CSC cause CSRA Computer Sciences GS Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRAComputer Sciences GS, CSRA Computer Sciences GS Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC provides written notice or confirmation to CSRA Computer Sciences GS that it determines not to bring an Enforcement Action, CSRA Computer Sciences GS may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Methodologies, Licensed Know-How or Licensed Marks that CSRA Computer Sciences GS reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA Computer Sciences GS shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA Computer Sciences GS shall indemnify, defend and hold harmless (at CSRAComputer Sciences GS’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA Computer Sciences GS without CSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA Computer Sciences GS shall be borne by CSRA Computer Sciences GS and any Recoveries awarded to CSRA Computer Sciences GS as a direct result of an Enforcement Action brought by CSRA Computer Sciences GS shall belong to CSRAComputer Sciences GS. CSC shall, if reasonably requested by CSRA Computer Sciences GS and at CSRAComputer Sciences GS’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRAComputer Sciences GS.

Enforcement Actions. CSRA agrees (a) Indivior shall have the initial right, but not the obligation, using counsel of its choice and at its own cost to notify CSC enforce the Addex Existing Patent Rights, Addex Development Patent Rights, Addex Overlapping Patent Rights, and/or Joint Patent Rights in writingthe Field or defend any declaratory action with respect thereto, as promptly well as reasonably practicableany nullity, inventorship or other action brought in a judicial proceeding affecting the scope, validity, or enforceability of any actualthe Addex Existing Patent Rights, threatened Addex Development Patent Rights, Addex Overlapping Patent Rights, or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Know-How or Licensed Marks that comes to the attention of CSRA or a CSRA SubsidiaryJoint Patent Rights. CSC Indivior shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control of any dispute, claim, litigation, United States Patent and Trademark Office decisions or other U.S. or foreign governmental or administrative proceedingaspects of such action, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating subject to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”Section 7.4(b). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA Addex shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees toupon request, at CSC’s expense, cooperate fully and promptly with CSC with respect give to Indivior such Enforcement Action, in such manner and to such extent reasonable assistance as CSC Indivior may reasonably request, including joining by signing or executing any necessary documents and consenting to its name being used in the proceedings; provided that Indivior shall reimburse Addex for any reasonable out-of-pocket expenses incurred while providing such Enforcement Action as assistance and provide an indemnity in respect of any costs order made against Addex by reason of lending its name to the proceedings, where such costs order did not result from Addex wrongdoing or from conduct that would require Addex to indemnify Indivior under this Agreement. Indivior shall keep Addex reasonably informed of the progress of the action and shall consider the comments and observations of Addex in prosecuting the action. If Indivior does not, within [***] days of a party. Nothing herein shall be construed as notice from Addex requiring CSC to take any action to bring bringing or defending such action, institute or defend such an action, then Addex shall have the right, but not the obligation, at its own cost, to commence proceedings or assume the defense in the Territory regarding the action and, in such case, Addex shall, subject to Section 7.4(b), have sole control of any Enforcement Action decisions or other aspects of the action, and Indivior shall, upon request, give to indemnify or hold harmless CSRA, CSRA Subsidiaries, or Addex such reasonable assistance as Addex may reasonably request; provided that Addex shall reimburse Indivior for any sublicensees reasonable out-of-pocket expenses incurred while providing such assistance and provide an indemnity in respect of any costs order made against Indivior in connection therewith. During the Initial Term, in the event CSC provides written notice where such costs order did not result from Indivior’s wrongdoing or confirmation from conduct that would require Indivior to CSRA that it determines not to bring an Enforcement Action, CSRA may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its businessindemnify Addex under this Agreement; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, provided further that CSRA nothing in this Section 7.4(a) shall indemnifyoblige Indivior to lend its name to, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA without CSC’s prior written consent, including, for the avoidance of doubtbe joined in, any losses arising from any counterclaim proceedings commenced by Addex pursuant to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRAforegoing.

Enforcement Actions. CSRA Computer Sciences GS agrees to notify CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Know-How or Licensed Marks that comes to the attention of CSRA Computer Sciences GS or a CSRA Computer Sciences GS Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA Computer Sciences GS shall, and if requested by CSC cause CSRA Computer Sciences GS Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRAComputer Sciences GS, CSRA Computer Sciences GS Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC provides written notice or confirmation to CSRA Computer Sciences GS that it determines not to bring an Enforcement Action, CSRA Computer Sciences GS may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA Computer Sciences GS reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA Computer Sciences GS shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA Computer Sciences GS shall indemnify, defend and hold harmless (at CSRAComputer Sciences GS’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA Computer Sciences GS without CSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA Computer Sciences GS shall be borne by CSRA Computer Sciences GS and any Recoveries awarded to CSRA Computer Sciences GS as a direct result of an Enforcement Action brought by CSRA Computer Sciences GS shall belong to CSRAComputer Sciences GS. CSC shall, if reasonably requested by CSRA Computer Sciences GS and at CSRAComputer Sciences GS’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRAComputer Sciences GS.

Enforcement Actions. CSRA Ultra agrees to notify CSC Delta in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of CSRA Ultra or a CSRA Ultra Subsidiary. CSC Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Delta Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSCDelta, and CSC Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC Delta as a direct result of an Enforcement Action. CSRA Ultra shall, and if requested by CSC Delta cause CSRA Ultra Subsidiaries and any sublicensees to, at CSCDelta’s expense, cooperate fully and promptly with CSC Delta with respect to such Enforcement Action, in such manner and to such extent as CSC Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRAUltra, CSRA Ultra Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC Delta provides written notice or confirmation to CSRA Ultra that it determines not to bring an Enforcement Action, CSRA Ultra may, with the prior written consent of CSC Delta (which consent may be withheld by CSC Delta for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Know-How or Licensed Marks that CSRA Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA Ultra shall not compromise or settle any Enforcement Action without the prior written consent of CSCDelta; provided, further that CSRA Ultra shall indemnify, defend and hold harmless (at CSRAUltra’s sole cost and expense) CSC Delta for any losses of CSC Delta arising from or relating to such Enforcement Action brought by CSRA Ultra without CSCDelta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA Ultra shall be borne by CSRA Ultra and any Recoveries awarded to CSRA Ultra as a direct result of an Enforcement Action brought by CSRA Ultra shall belong to CSRAUltra. CSC Delta shall, if reasonably requested by CSRA Ultra and at CSRAUltra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC Delta to join as a party any Enforcement Action brought by CSRAUltra.

Enforcement Actions. CSRA agrees For as long as Xxxxxxx has license rights to notify CSC Commercialize Licensed Products under Section 2.1.2, Xxxxxxx shall have the initial right, at its expense and in writingits own name (or in the name of Geron as may be required under Applicable Law), as promptly as reasonably practicable, for bringing any infringement suit or other enforcement Action on account of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation Third Party infringement of any Intellectual Property Geron Product Patent Rights relating to the and/or Development Program Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other exploitation of any Active Substance or Licensed ProductsProduct in infringement of any such Patent Rights, Licensed or misappropriation of any Geron Product Know-How or Development Program Know-How providing any Regulatory Exclusivity Rights for any Active Substance or Licensed Marks that comes to the attention of CSRA or Product, (each a CSRA Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement ActionProduct Infringement”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSCcounsel of its own choice, and CSC Geron will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx’x cost, provided that Xxxxxxx shall be entitled reimburse Geron for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to all monetary damagesinitiate such an enforcement Action against any unabated Product Infringement it shall notify Geron, fineswho shall thereafter have the right (but not the obligation) at Geron’s expense and in its own name, settlement payments, costs, attorneys’ feesto initiate such Action by counsel of its choice, and other amounts (“Recoveries”) awarded to CSC Xxxxxxx shall cooperate with Geron as a direct result of an Enforcement Action. CSRA shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC Geron may reasonably request, including joining by becoming a party to such Enforcement Action as a party. Nothing herein action at Geron’s cost, and Geron shall be construed as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRA, CSRA Subsidiaries, or any sublicensees reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection therewithwith rendering such assistance. During the Initial Term, in the event CSC provides written notice A settlement or confirmation to CSRA that it determines not to bring consent judgment or other voluntary final disposition of an Enforcement Action, CSRA may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA shall indemnify, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA a Party under this Section may be entered into without CSCthe consent of the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and provided further that any rights granted to a Third Party to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be limited to the Third Party’s prior written consent, including, for product or activity that was the avoidance subject of doubt, any losses arising from any counterclaim to such Enforcement the Action. Unless the Parties otherwise agree, all costs Damages recovered and expenses related to an Enforcement Action brought by CSRA any other amounts awarded in any Actions for Product Infringement under this Section shall be borne allocated to the Party who brought the Action, after reimbursement of each Party’s actual expenses incurred in such Actions as provided hereunder, provided that Xxxxxxx shall owe Geron royalties as determined in accordance with Section 8.3 based on damage amounts recovered by CSRA and any Recoveries awarded Xxxxxxx due to CSRA the Product Infringement (such as a direct result in the form of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shalllost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product), if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any after reimbursement of costs incurred in such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRA.

Enforcement Actions. CSRA agrees For as long as Xxxxxxx has license rights to notify CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Commercialize Licensed Products, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation of any such Licensed Product in infringement of any such Patent Rights, or misappropriation of any Arrowhead Know-How or providing any Regulatory Exclusivity Rights for any such Licensed Marks that comes to the attention of CSRA or Product, (each a CSRA Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement ActionProduct Infringement”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSCcounsel of its own choice, and CSC Arrowhead will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x cost, provided that Xxxxxxx shall be entitled reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If Xxxxxxx declines to all monetary damagesinitiate such an enforcement Action against any unabated Product Infringement it shall notify Arrowhead, fineswho shall thereafter have the right (but not the obligation) at Arrowhead's expense and in its own name, settlement payments, costs, attorneys’ feesto initiate such Action by counsel of its choice, and other amounts (“Recoveries”) awarded to CSC Xxxxxxx shall cooperate with Arrowhead as a direct result of an Enforcement Action. CSRA shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC Arrowhead may reasonably request, including joining by becoming a party to such Enforcement action at Arrowhead's cost, and Arrowhead shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action as brought by a party. Nothing herein Party under this Section may be entered into without the consent of the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and provided further that any rights granted to a Third Party to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be construed limited to the Third Party’s product or activity that was the subject of the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's actual expenses incurred in such Actions as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRAprovided hereunder, CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, provided that in the event CSC provides written notice damage amounts are recovered by Xxxxxxx due to the Product Infringement (such as in the form of lost profits or confirmation to CSRA that it determines not to bring an Enforcement Action, CSRA may, with reasonable royalties assessed on account of the prior written consent Third Party’s sales of CSC (which consent may be withheld by CSC for any reason in its sole discretioninfringing product), bring an Enforcement Action Xxxxxxx shall owe Arrowhead royalties as determined in accordance with respect to any violation Section 8.4 as if such damage amounts were Net Sales, after reimbursement of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA shall indemnify, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to costs incurred in such Enforcement Action brought by CSRA without CSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRA.

Enforcement Actions. CSRA agrees For as long as Xxxxxxx has license rights to notify CSC in writing, as promptly as reasonably practicable, of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Commercialize Licensed Products, Xxxxxxx shall have the initial right, at its expense and in its own name (or in the name of Arrowhead as may be required under Applicable Law), for bringing any infringement suit or other enforcement Action on account of any Third Party infringement of any Specific Arrowhead Patent Rights based on any alleged making, using, selling, offering for sale, importing, or other Exploitation of any such Licensed Product in infringement of any such Patent Rights, or misappropriation of any Arrowhead Know-How or providing any Regulatory Exclusivity Rights for any such Licensed Marks that comes to the attention of CSRA or Product, (each a CSRA Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement ActionProduct Infringement”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSCcounsel of its own choice, and CSC Arrowhead will cooperate with Xxxxxxx as Xxxxxxx may reasonably request in connection with any such Action, including by becoming a party to such action at Xxxxxxx'x cost, provided that Xxxxxxx shall be entitled reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred [**] = Portions of this exhibit have been omitted pursuant to all monetary damagesa confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. EXECUTION VERSION in connection with rendering such assistance. If Xxxxxxx declines to initiate such an enforcement Action against any unabated Product Infringement it shall notify Arrowhead, fineswho shall thereafter have the right (but not the obligation) at Arrowhead's expense and in its own name, settlement payments, costs, attorneys’ feesto initiate such Action by counsel of its choice, and other amounts (“Recoveries”) awarded to CSC Xxxxxxx shall cooperate with Arrowhead as a direct result of an Enforcement Action. CSRA shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC Arrowhead may reasonably request, including joining by becoming a party to such Enforcement action at Arrowhead's cost, and Arrowhead shall reimburse Xxxxxxx for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. A settlement or consent judgment or other voluntary final disposition of an Action as brought by a party. Nothing herein Party under this Section may be entered into without the consent of the other Party, provided that such settlement, consent judgment, or other disposition does not admit the invalidity or unenforceability of any Patent Rights owned or Controlled by the other Party, and provided further that any rights granted to a Third Party to continue any activity upon which such Action was based in such settlement, consent judgment, or other disposition shall be construed limited to the Third Party’s product or activity that was the subject of the Action. Damages recovered and any other amounts awarded in any Actions for Product Infringement under this Section shall be allocated to the Party who brought the Action, after reimbursement of each Party's actual expenses incurred in such Actions as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRAprovided hereunder, CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, provided that in the event CSC provides written notice damage amounts are recovered by Xxxxxxx due to the Product Infringement (such as in the form of lost profits or confirmation to CSRA that it determines not to bring an Enforcement Action, CSRA may, with reasonable royalties assessed on account of the prior written consent Third Party’s sales of CSC (which consent may be withheld by CSC for any reason in its sole discretioninfringing product), bring an Enforcement Action Xxxxxxx shall owe Arrowhead royalties as determined in accordance with respect to any violation Section 8.4 as if such damage amounts were Net Sales, after reimbursement of the Licensed Products, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that CSRA shall not compromise or settle any Enforcement Action without the prior written consent of CSC; provided, further that CSRA shall indemnify, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to costs incurred in such Enforcement Action brought by CSRA without CSC’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Action. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRA.

Enforcement Actions. CSRA agrees Foxtrot reserves the right to notify CSC in writing, as promptly as reasonably practicable, of suspend or terminate the Service immediately or take any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the Licensed Products, Licensed Know-How or Licensed Marks that comes to the attention of CSRA or a CSRA Subsidiary. CSC shall have sole and exclusive authority and discretion to take such legal other corrective action as it deems appropriate and control any dispute, claim, litigation, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceeding, or other action arising out of any actual or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating to the CSC Proprietary Items and including any brought by a Third Party (an “Enforcement Action”). Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action shall be borne by CSC, and CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to CSC as a direct result of an Enforcement Action. CSRA shall, and if requested by CSC cause CSRA Subsidiaries and any sublicensees to, at CSC’s expense, cooperate fully and promptly with CSC with respect to such Enforcement Action, in such manner and to such extent as CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless CSRA, CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event CSC provides written notice or confirmation to CSRA that it determines not to bring an Enforcement Action, CSRA may, with the prior written consent of CSC (which consent may be withheld by CSC for any reason in its sole discretion), bring an Enforcement Action with respect to discretion if in the sole judgment of Foxtrot your server is the source or target of any violation of the Licensed ProductsAUP or for any other reason which Foxtrot chooses. If inappropriate activity is detected, Licensed Know-How or Licensed Marks that CSRA reasonably believes would have a material and adverse effect on its business; providedall of your accounts in question will be deactivated until an investigation is complete. Prior notification to you is not assured. In some cases, law enforcement will be contacted regarding the activity. These rights of action, however, do not obligate Foxtrot to monitor or exert editorial control over the information made available for distribution via the Services. If Foxtrot takes corrective action because of a possible violation, Foxtrot will not refund to you any fees you paid in advance of the corrective action. Disclosure Rights. The AUP specifically prohibits the use of our Service for illegal activities. Therefore, you agree that CSRA shall not compromise or settle Foxtrot may disclose any Enforcement Action without the prior written consent and all of CSC; providedyour information including assigned IP numbers, further that CSRA shall indemnifyaccount history, defend and hold harmless (at CSRA’s sole cost and expense) CSC for any losses of CSC arising from or relating to such Enforcement Action brought by CSRA without CSC’s prior written consentaccount use, including, for the avoidance of doubt, any losses arising from any counterclaim to such Enforcement Actionetc. Unless the Parties otherwise agree, all costs and expenses related to an Enforcement Action brought by CSRA shall be borne by CSRA and any Recoveries awarded to CSRA as a direct result of an Enforcement Action brought by CSRA shall belong to CSRA. CSC shall, if reasonably requested by CSRA and at CSRA’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any such Enforcement Actionlaw enforcement agent who makes a written request without consent or notification to you. For In addition, Foxtrot shall have the avoidance of doubtright to terminate all Services set forth in this Agreement. Disclaimed Warranties. USE OF THE SERVICES OR ANY INFORMATION THAT MAY BE OBTAINED THEREFROM IS AT YOUR OWN RISK. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, nothing herein shall be construed as requiring CSC to join as a party any Enforcement Action brought by CSRAANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. FOXTROT DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. FOXTROT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. FOXTROT EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH FOXTROT'S HOST COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET.