Common use of Enforcement Actions Clause in Contracts

Enforcement Actions. Ultra agrees to notify 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 Ultra or an Ultra Subsidiary. 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 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 Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by 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 Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’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 Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ 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 Delta to join as a party any Enforcement Action brought by Ultra.

Enforcement Actions. Ultra CSRA agrees to notify Delta 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, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra CSRA or an Ultra a CSRA Subsidiary. Delta 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 Delta 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 DeltaCSC, and Delta CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta CSC as a direct result of an Enforcement Action. Ultra CSRA shall, and if requested by Delta CSC cause Ultra CSRA Subsidiaries and any sublicensees to, at DeltaCSC’s expense, cooperate fully and promptly with Delta CSC with respect to such Enforcement Action, in such manner and to such extent as Delta CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless UltraCSRA, Ultra CSRA Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event Delta CSC provides written notice or confirmation to Ultra CSRA that it determines not to bring an Enforcement Action, Ultra CSRA may, with the prior written consent of Delta CSC (which consent may be withheld by Delta CSC 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 Ultra CSRA reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra CSRA shall not compromise or settle any Enforcement Action without the prior written consent of DeltaCSC; provided, further that Ultra CSRA shall indemnify, defend and hold harmless (at UltraCSRA’s sole cost and expense) Delta CSC for any losses of Delta CSC arising from or relating to such Enforcement Action brought by Ultra CSRA without DeltaCSC’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 Ultra CSRA shall be borne by Ultra CSRA and any Recoveries awarded to Ultra CSRA as a direct result of an Enforcement Action brought by Ultra CSRA shall belong to UltraCSRA. Delta CSC shall, if reasonably requested by Ultra CSRA and at UltraCSRA’ 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 Delta CSC to join as a party any Enforcement Action brought by UltraCSRA.

Enforcement Actions. Ultra agrees During the License Term with respect to notify Delta a Program, Licensee shall have the initial right, at its expense and in writingits own name (or in the name of ▇▇▇▇▇▇▇ as may be required under Applicable Law), as promptly as reasonably practicable, for bringing any infringement suit or other enforcement action (an “Action”) on account of any actual, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation Third Party infringement of any Intellectual Property Rights relating ▇▇▇▇▇▇▇ Program Patent, Licensee Program Patent, Development Program Patent or any jointly owned Other Patent with respect to such Program based on any alleged making, using, selling, offering for sale, importing or other exploitation of any product that is competitive with a Licensed Product with respect to such Program in the Licensed Productsinfringement of any such Patent Rights, Delta Licensed or based on misappropriation of any ▇▇▇▇▇▇▇ Program Know-How, Licensee Program Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. 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 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 Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta Development Program Know-How with respect to such Enforcement Program providing any Regulatory Exclusivity for any such Licensed Product (each a “Product Infringement”), by counsel of its own choice, and ▇▇▇▇▇▇▇ will cooperate with Licensee as Licensee may reasonably request in connection with any such Action, in such manner and including by becoming a party to such extent Action at Licensee’s cost, provided that Licensee shall reimburse ▇▇▇▇▇▇▇ for its out-of-pocket costs reasonably incurred in connection with rendering such assistance. If Licensee declines to initiate such an Action against any unabated Product Infringement, it shall so notify ▇▇▇▇▇▇▇, who shall thereafter have the right (but not the obligation), at ▇▇▇▇▇▇▇’▇ expense and in its own name, to initiate such Action on account of any Third Party infringement of any ▇▇▇▇▇▇▇ Program Patent, ▇▇▇▇▇▇▇-Owned Development Program Patent or Joint Development Program Patent by counsel of its choice, and Licensee shall cooperate with ▇▇▇▇▇▇▇ as Delta ▇▇▇▇▇▇▇ may reasonably request, including joining by becoming a party to such Enforcement Action as a party. Nothing herein action at ▇▇▇▇▇▇▇’▇ cost, and ▇▇▇▇▇▇▇ shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees reimburse Licensee for its out-of-pocket costs reasonably incurred in connection therewithwith rendering such assistance. During the Term, in the event Delta provides written notice A settlement or confirmation to Ultra that it determines not to bring consent judgment or other voluntary final disposition of an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by 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 Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra a Party under this Section may be entered into without Deltathe 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 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 Ultra 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 Licensee shall pay to ▇▇▇▇▇▇▇: (a) as to damage amounts recovered by Ultra Licensee due to a Product Infringement in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on the imputed amount of Net Sales of the relevant Licensed Product(s) in the country(ies) where such Product Infringement occurred; and any Recoveries awarded (b) as to Ultra damage amounts recovered by Licensee due to a Product Infringement other than in the form of lost profits or reasonable royalties assessed on account of the Third Party’s sales of infringing product, an amount equal to the royalty that would be payable pursuant to this Agreement on such damage amounts treated as a direct result Net Sales of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to any the relevant Licensed Product(s) in the country(ies) where such Enforcement Action. For the avoidance of doubt, nothing herein shall be construed as requiring Delta to join as a party any Enforcement Action brought by UltraProduct Infringement occurred.

Enforcement Actions. Ultra Computer Sciences GS agrees to notify Delta 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, Delta Licensed Methodologies, Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra SubsidiaryComputer Sciences GS. Delta 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 Delta 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 DeltaCSC, and Delta CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta CSC as a direct result of an Enforcement Action. Ultra Computer Sciences GS shall, and if requested by Delta CSC cause Ultra Computer Sciences GS Subsidiaries and any sublicensees to, at DeltaCSC’s expense, cooperate fully and promptly with Delta CSC with respect to such Enforcement Action, in such manner and to such extent as Delta CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless UltraComputer Sciences GS, Ultra Computer Sciences GS Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event Delta CSC provides written notice or confirmation to Ultra Computer Sciences GS that it determines not to bring an Enforcement Action, Ultra Computer Sciences GS may, with the prior written consent of Delta CSC (which consent may be withheld by Delta CSC for any reason in its sole discretion), bring an Enforcement Action with respect to any violation of the Licensed Products, Delta Licensed Methodologies, Licensed Know-How or Licensed Marks that Ultra Computer Sciences GS reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra Computer Sciences GS shall not compromise or settle any Enforcement Action without the prior written consent of DeltaCSC; provided, further that Ultra Computer Sciences GS shall indemnify, defend and hold harmless (at UltraComputer Sciences GS’s sole cost and expense) Delta CSC for any losses of Delta CSC arising from or relating to such Enforcement Action brought by Ultra Computer Sciences GS without DeltaCSC’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 Ultra Computer Sciences GS shall be borne by Ultra Computer Sciences GS and any Recoveries awarded to Ultra Computer Sciences GS as a direct result of an Enforcement Action brought by Ultra Computer Sciences GS shall belong to UltraComputer Sciences GS. Delta CSC shall, if reasonably requested by Ultra Computer Sciences GS and at UltraComputer 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 Delta CSC to join as a party any Enforcement Action brought by UltraComputer Sciences GS.

Enforcement Actions. Ultra agrees (a) With respect to each License, each License Party shall promptly notify Delta the other License Party in writingwriting of (i) any alleged infringement of the applicable Licensed IP by another Person’s actions, as promptly as reasonably practicableproducts or services (an “Infringement Notice”), or (ii) any other Claim concerning the applicable Licensed IP within the applicable Licensed Field (“Other Claim Notice”). (b) With respect to Intellectual Property licensed by each of the Base Licensors hereunder, upon the receipt by a License Party under the applicable Licenses of an Infringement Notice or an Other Claim Notice, the applicable Base Licensor shall have the sole right, but not the obligation, to (i) determine what, if any, actions shall be taken by Services Co. on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating and (ii) direct Services Co. to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of such Licensed IP or Claims concerning such Licensed IP, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceedingincluding the right to settle disputes regarding such Licensed IP on any terms not inconsistent with this Agreement at such Base Licensor’s discretion (such actions, or other action arising out the “Enforcement Actions”); provided, that notwithstanding the foregoing, Services Co. shall be entitled to undertake an Enforcement Action on behalf of any actual or alleged infringementthe applicable Base Licensor, challengewithout such Base Licensor’s consent, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating if (x) such Enforcement Action would be consistent with how such Base Licensor would respond to the Delta Proprietary Items applicable infringement or Claim in the ordinary course of its business and including (y) such infringement or Claim would not reasonably be expected to have a material adverse effect on such Base Licensor’s business; provided, further, that Services Co. shall cease the applicable Enforcement Action at any brought by a Third time upon the applicable Base Licensor’s written request. Any award, settlement, damages or recovery obtained from such Enforcement Action (the “Recovery”) shall be allocated as follows: (i) first, each License Party (an “Enforcement Action”). Unless the Parties otherwise agree, all shall recover its costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an the Enforcement Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Base Licensor shall recover such portion of the Recovery that is based on damages suffered by such Base Licensor; (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover the portion of the Recovery that is based on damages suffered by Services Co.; and (iv) fourth, if any portion of the Recovery remains after the allocations described in (i), (ii) and (iii) above, then the applicable Base Licensor shall recover such remaining portion. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, The applicable Licensor may be represented in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees by attorneys of its own choice and at its own expense with Services Co. taking the lead in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by 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 Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to controlling such Enforcement Action. Unless Nothing in this Section 5.2(b) shall prevent a Licensor from commencing its own Enforcement Action at its own expense at any time. (c) With respect to Intellectual Property licensed under License 4, upon the Parties otherwise agreereceipt by a License Party of an Infringement Notice or an Other Claim Notice, all Services Co. shall have the sole right, but not the obligation, to undertake any Enforcement Actions. Any Recovery shall be allocated as follows: (i) first, Services Co. shall recover its costs and expenses related to an the Enforcement Action brought and such portion of the Recovery that is based on damages suffered by Ultra Services Co.; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Licensee shall recover such portion of the Recovery that is based on damages suffered by such Licensee; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover such remaining portion. The applicable Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Services Co. taking the lead in and controlling such Enforcement Action. (d) Each License Party agrees to reasonably cooperate with Services Co., including by executing all documents Services Co. may reasonably request and joining as a party in an action to protect or enforce the applicable Licensed IP, to the extent consistent with the rights set forth above. (e) Except as otherwise provided in this Agreement, Services Co. shall be borne by Ultra responsible for the direct and indirect costs and expenses incurred or obtained pursuant to the exercise of any Recoveries awarded to Ultra Enforcement Actions in accordance with Section 5.2(b) or Section 5.2(c) hereof, as a applicable except that any applicable License Parties other than Services Co. shall bear their respective direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to indirect costs for any such Enforcement Action. For Actions that are demonstrably for the avoidance sole benefit of doubt, nothing herein such License Party. (f) Nothing in this Section 5.2 shall be construed as requiring Delta permit any License Party to join as a party initiate or sustain any Enforcement Action brought by UltraAction, unless such License Party is expressly authorized to do so pursuant to this Section 5.2. Except as expressly set forth above, a Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the applicable Licensed IP.

Enforcement Actions. Ultra agrees For as long as ▇▇▇▇▇▇▇ has license rights to notify 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 Commercialize Licensed Products, Delta ▇▇▇▇▇▇▇ 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 Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate and control any disputeProduct, 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 Delta Proprietary Items and including any brought by (each 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 Deltacounsel of its own choice, and Delta Arrowhead will cooperate with ▇▇▇▇▇▇▇ as ▇▇▇▇▇▇▇ may reasonably request in connection with any such Action, including by becoming a party to such action at ▇▇▇▇▇▇▇'▇ cost, provided that ▇▇▇▇▇▇▇ shall be entitled reimburse Arrowhead for its Out-of-Pocket Costs reasonably incurred in connection with rendering such assistance. If ▇▇▇▇▇▇▇ 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 Delta ▇▇▇▇▇▇▇ shall cooperate with Arrowhead as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, in such manner and to such extent as Delta Arrowhead may reasonably request, including joining by becoming a party to such Enforcement action at Arrowhead's cost, and Arrowhead shall reimburse ▇▇▇▇▇▇▇ 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 Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultraprovided hereunder, Ultra Subsidiaries, or any sublicensees in connection therewith. During the Term, provided that in the event Delta provides written notice damage amounts are recovered by ▇▇▇▇▇▇▇ due to the Product Infringement (such as in the form of lost profits or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with reasonable royalties assessed on account of the prior written consent Third Party’s sales of Delta (which consent may be withheld by Delta for any reason in its sole discretioninfringing product), bring an Enforcement Action ▇▇▇▇▇▇▇ 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, Delta Licensed Know-How or Licensed Marks that Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to costs incurred in such Enforcement Action brought by Ultra without Delta’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 Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ 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 Delta to join as a party any Enforcement Action brought by Ultra.

Enforcement Actions. Ultra Computer Sciences GS agrees to notify Delta 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, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra Computer Sciences GS or an Ultra a Computer Sciences GS Subsidiary. Delta 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 Delta 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 DeltaCSC, and Delta CSC shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta CSC as a direct result of an Enforcement Action. Ultra Computer Sciences GS shall, and if requested by Delta CSC cause Ultra Computer Sciences GS Subsidiaries and any sublicensees to, at DeltaCSC’s expense, cooperate fully and promptly with Delta CSC with respect to such Enforcement Action, in such manner and to such extent as Delta CSC may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta CSC to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless UltraComputer Sciences GS, Ultra Computer Sciences GS Subsidiaries, or any sublicensees in connection therewith. During the Initial Term, in the event Delta CSC provides written notice or confirmation to Ultra Computer Sciences GS that it determines not to bring an Enforcement Action, Ultra Computer Sciences GS may, with the prior written consent of Delta CSC (which consent may be withheld by Delta CSC 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 Ultra Computer Sciences GS reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra Computer Sciences GS shall not compromise or settle any Enforcement Action without the prior written consent of DeltaCSC; provided, further that Ultra Computer Sciences GS shall indemnify, defend and hold harmless (at UltraComputer Sciences GS’s sole cost and expense) Delta CSC for any losses of Delta CSC arising from or relating to such Enforcement Action brought by Ultra Computer Sciences GS without DeltaCSC’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 Ultra Computer Sciences GS shall be borne by Ultra Computer Sciences GS and any Recoveries awarded to Ultra Computer Sciences GS as a direct result of an Enforcement Action brought by Ultra Computer Sciences GS shall belong to UltraComputer Sciences GS. Delta CSC shall, if reasonably requested by Ultra Computer Sciences GS and at UltraComputer 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 Delta CSC to join as a party any Enforcement Action brought by UltraComputer Sciences GS.

Enforcement Actions. Ultra agrees to notify 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 Ultra or an a Ultra Subsidiary. 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 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 Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an Enforcement Action. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by 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 Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’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 Ultra shall be borne by Ultra and any Recoveries awarded to Ultra as a direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ 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 Delta to join as a party any Enforcement Action brought by Ultra.

Enforcement Actions. Ultra agrees (a) With respect to each License, each License Party shall promptly notify Delta the other License Party in writingwriting of (i) any alleged infringement of the applicable Licensed IP by another Person’s actions, as promptly as reasonably practicableproducts or services (an “Infringement Notice”), or (ii) any other Claim concerning the applicable Licensed IP within the applicable Licensed Field (“Other Claim Notice”). (b) With respect to Intellectual Property licensed by each of the Base Licensors hereunder, upon the receipt by a License Party under the applicable Licenses of an Infringement Notice or an Other Claim Notice, the applicable Base Licensor shall have the sole right, but not the obligation, to (i) determine what, if any, actions shall be taken by Services Co. on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating and (ii) direct Services Co. to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of such Licensed IP or Claims concerning such Licensed IP, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceedingincluding the right to settle disputes regarding such Licensed IP on any terms not inconsistent with this Agreement at such Base Licensor’s discretion (such actions, or other action arising out the “Enforcement Actions”); provided, that notwithstanding the foregoing, Services Co. shall be entitled to undertake an Enforcement Action on behalf of any actual or alleged infringementthe applicable Base Licensor, challengewithout such Base Licensor’s consent, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating if (x) such Enforcement Action would be consistent with how such Base Licensor would respond to the Delta Proprietary Items applicable infringement or Claim in the ordinary course of its business and including (y) such infringement or Claim would not reasonably be expected to have a material adverse effect on such Base Licensor’s business; provided, further, that Services Co. shall cease the applicable Enforcement Action at any brought by a Third time upon the applicable Base Licensor’s written request. Any award, settlement, damages or recovery obtained from such Enforcement Action (the “Recovery”) shall be allocated as follows: (i) first, each License Party (an “Enforcement Action”). Unless the Parties otherwise agree, all shall recover its costs and expenses related to an Enforcement Action shall be borne by Delta, and Delta shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ fees, and other amounts (“Recoveries”) awarded to Delta as a direct result of an the Enforcement Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Base Licensor shall recover such portion of the Recovery that is based on damages suffered by such Base Licensor; (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover the portion of the Recovery that is based on damages suffered by Services Co.; and (iv) fourth, if any portion of the Recovery remains after the allocations described in (i), (ii) and (iii) above, then the applicable Base Licensor shall recover such remaining portion. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, The applicable Licensor may be represented in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees by attorneys of its own choice and at its own expense with Services Co. taking the lead in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by 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 Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to controlling such Enforcement Action. Unless Nothing in this Section 5.2(b) shall prevent a Licensor from commencing its own Enforcement Action at its own expense at any time. (c) With respect to Intellectual Property licensed under License 4 or License 9, upon the Parties otherwise agreereceipt by a License Party of an Infringement Notice or an Other Claim Notice, all Services Co. shall have the sole right, but not the obligation, to undertake any Enforcement Actions. Any Recovery shall be allocated as follows: (i) first, Services Co. shall recover its costs and expenses related to an the Enforcement Action brought and such portion of the Recovery that is based on damages suffered by Ultra Services Co.; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Licensee shall recover such portion of the Recovery that is based on damages suffered by such Licensee; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover such remaining portion. The applicable Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Services Co. taking the lead in and controlling such Enforcement Action. (d) Each License Party agrees to reasonably cooperate with Services Co., including by executing all documents Services Co. may reasonably request and joining as a party in an action to protect or enforce the applicable Licensed IP, to the extent consistent with the rights set forth above. (e) Except as otherwise provided in this Agreement, Services Co. shall be borne by Ultra responsible for the direct and indirect costs and expenses incurred or obtained pursuant to the exercise of any Recoveries awarded to Ultra Enforcement Actions in accordance with Section 5.2(b) or Section 5.2(c) hereof, as a applicable except that any applicable License Parties other than Services Co. shall bear their respective direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to indirect costs for any such Enforcement Action. For Actions that are demonstrably for the avoidance sole benefit of doubt, nothing herein such License Party. (f) Nothing in this Section 5.2 shall be construed as requiring Delta permit any License Party to join as a party initiate or sustain any Enforcement Action brought by UltraAction, unless such License Party is expressly authorized to do so pursuant to this Section 5.2. Except as expressly set forth above, a Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the applicable Licensed IP.

Enforcement Actions. Ultra agrees (a) With respect to each License, each License Party shall promptly notify Delta the other License Party in writingwriting of (i) any alleged infringement of the applicable Licensed IP by another Person’s actions, products or services (an “Infringement Notice”), or (ii) any other Claim concerning the applicable Licensed IP within the applicable Licensed Field (“Other Claim Notice”). (b) With respect to Intellectual Property licensed under License A, License B, License C, License D, License E, License F, License G, License H, License I and License L, upon the receipt by a License Party under such Licenses of an Infringement Notice or an Other Claim Notice, the applicable Base Licensor which initially licensed such Licensed IP to Services Co. under License A, License B or License C, as promptly as reasonably practicableapplicable, shall have the sole right, but not the obligation, to (i) determine what, if any, actions shall be taken by Services Co. on account of any actualinfringement or Claim specified in the Infringement Notice or Other Claim Notice, threatened or alleged infringement, challenge, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating and (ii) direct Services Co. to the Licensed Products, Delta Licensed Know-How or Licensed Marks that comes to the attention of Ultra or an Ultra Subsidiary. Delta shall have sole and exclusive authority and discretion to take such legal action as it deems appropriate initiate and control any disputecease and desist letters, claimlitigations, litigationarbitrations and other actions or proceedings with respect to third-party infringements of such Licensed IP or Claims concerning such Licensed IP, United States Patent and Trademark Office or other U.S. or foreign governmental or administrative proceedingincluding the right to settle disputes regarding such Licensed IP on any terms not inconsistent with this Agreement at such Base Licensor’s discretion (such actions, or other action arising out the “Enforcement Actions”); provided, that notwithstanding the foregoing, Services Co. shall be entitled to undertake an Enforcement Action on behalf of any actual or alleged infringementthe applicable Base Licensor, challengewithout such Base Licensor’s consent, misappropriation, claim, impairment or violation of any Intellectual Property Rights relating if (x) such Enforcement Action would be consistent with how such Base Licensor would respond to the Delta Proprietary Items applicable infringement or Claim in the ordinary course of its business and including (y) such infringement or Claim would not reasonably be expected to have a material adverse effect on such Base Licensor’s business; provided, further, that Services Co. shall cease the applicable Enforcement Action at any brought by a Third time upon the applicable Base Licensor’s written request. Any award, settlement, damages or recovery obtained from such Enforcement Action (the “Recovery”) shall be allocated as follows: (i) first, each License Party (an “Enforcement Action”). Unless the Parties otherwise agree, all shall recover its costs and expenses related to an the Enforcement Action Action; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Base Licensor shall be borne recover such portion of the Recovery that is based on damages suffered by Deltasuch Base Licensor; (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover the portion of the Recovery that is based on damages suffered by Services Co.; and (iv) fourth, if any portion of the Recovery remains after the allocations described in (i), (ii) and (iii) above, then (A) in the case of License A, License B and License C the applicable Licensor shall recover such remaining portion, and Delta (B) in the case of License D, License E, License F, License G, License H, License I and License L, the applicable Licensee shall be entitled to all monetary damages, fines, settlement payments, costs, attorneys’ feesrecover such portion of the Recovery that is based on damages suffered by such Licensee, and other amounts (“Recoveries”v) awarded to Delta as a direct result if any portion of an Enforcement Actionthe Recovery remains after the allocations described in (i), (ii), (iii) and (iv)(B), then Services Co. shall recover such remaining portion. Ultra shall, and if requested by Delta cause Ultra Subsidiaries and any sublicensees to, at Delta’s expense, cooperate fully and promptly with Delta with respect to such Enforcement Action, The applicable Licensor may be represented in such manner and to such extent as Delta may reasonably request, including joining such Enforcement Action as a party. Nothing herein shall be construed as requiring Delta to take any action to bring or defend any Enforcement Action or to indemnify or hold harmless Ultra, Ultra Subsidiaries, or any sublicensees by attorneys of its own choice and at its own expense with Services Co. taking the lead in connection therewith. During the Term, in the event Delta provides written notice or confirmation to Ultra that it determines not to bring an Enforcement Action, Ultra may, with the prior written consent of Delta (which consent may be withheld by 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 Ultra reasonably believes would have a material and adverse effect on its business; provided, however, that Ultra shall not compromise or settle any Enforcement Action without the prior written consent of Delta; provided, further that Ultra shall indemnify, defend and hold harmless (at Ultra’s sole cost and expense) Delta for any losses of Delta arising from or relating to such Enforcement Action brought by Ultra without Delta’s prior written consent, including, for the avoidance of doubt, any losses arising from any counterclaim to controlling such Enforcement Action. Unless Nothing in this Section 5.2(b) shall prevent a Licensor from commencing its own Enforcement Action at its own expense at any time. (c) With respect to Licensed IP licensed under License J and License K, upon the Parties otherwise agreereceipt by a License Party of an Infringement Notice or an Other Claim Notice, all Services Co. shall have the sole right, but not the obligation, to undertake any Enforcement Actions. Any Recovery shall be allocated as follows: (i) first, Services Co. shall recover its costs and expenses related to an the Enforcement Action brought and such portion of the Recovery that is based on damages suffered by Ultra Services Co.; (ii) second, if any portion of the Recovery remains after the allocation described in (i), the applicable Licensee shall recover such portion of the Recovery that is based on damages suffered by such Licensee; and (iii) third, if any portion of the Recovery remains after the allocations described in (i) and (ii) above, then Services Co. shall recover such remaining portion. The applicable Licensee may be represented in such Enforcement Action by attorneys of its own choice and at its own expense with Services Co. taking the lead in and controlling such Enforcement Action. (d) Each License Party agrees to reasonably cooperate with Services Co., including by executing all documents Services Co. may reasonably request and joining as a party in an action to protect or enforce the applicable Licensed IP, to the extent consistent with the rights set forth above. (e) Except as otherwise provided in this Agreement, Services Co. shall be borne by Ultra responsible for the direct and indirect costs and expenses incurred or obtained pursuant to the exercise of any Recoveries awarded to Ultra Enforcement Actions in accordance with Section 5.2(b) or Section 5.2(c) hereof, as a applicable except that any applicable License Parties other than Services Co. shall bear their respective direct result of an Enforcement Action brought by Ultra shall belong to Ultra. Delta shall, if reasonably requested by Ultra and at Ultra’ expense, provide and cause its controlled Affiliates to provide reasonable cooperation with respect to indirect costs for any such Enforcement Action. For Actions that are demonstrably for the avoidance sole benefit of doubt, nothing herein such License Party. (f) Nothing in this Section 5.2 shall be construed as requiring Delta permit any License Party to join as a party initiate or sustain any Enforcement Action brought by UltraAction, unless such License Party is expressly authorized to do so pursuant to this Section 5.2. Except as expressly set forth above, a Licensor has the sole and exclusive right with respect to, and control over, any infringement action or other Claims relating to the applicable Licensed IP.