Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company shall be entitled to commence proceedings in its own name against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.

Infringement by Third Parties. Company Each party shall give Dartmouth prompt notice inform the other promptly in writing of any incident of alleged infringement of the Dartmouth Patent Rights coming by a third party, including all details then available. Company shall have the right, but shall not be obligated, to prosecute at its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent own expense any such infringement. If Company decides to commence proceedings, Company shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered, subject to 4% payments to Dartmouth after recovery of Company’s litigation expenditures. Should Company decide not to commence proceedings, Dartmouth shall be entitled to commence proceedings in its own name against the infringerdo so, in which event Company Dartmouth shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party party, shall cooperate to the fullest extent reasonably possible. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed express written consent of Dartmouth. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Infringement by Third Parties. Company PhytoMedical shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company shall be entitled to commence proceedings in its own name against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in use reasonable efforts to stop any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] days from the date the parties confer regarding the infringement, Dartmouth may but shall not be obliged to commence proceedings against the infringer. If Dartmouth decides to commence proceedings however, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. Should Dartmouth decide not to commence proceedings, PhytoMedical shall be entitled to do so in its own name against the infringer, in which event PhytoMedical shall be responsible for all legal costs incurred, without recourse to Dartmouth. Financial recoveries from any such litigation will first be applied to reimburse PhytoMedical for its litigation expenditures with additional recoveries being paid to PhytoMedical, subject to payments due Dartmouth per Sections 5.01(a) and (c). In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Company PhytoMedical may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Joint Patent Rights coming to its attention. The parties shall thereupon confer together as Company agrees to what steps are to be taken use reasonable efforts to stop or prevent any such infringement. Company , but shall not be entitled obliged to commence proceedings in its own name against the infringer. If Company decides to commence proceedings however, in which event Company shall be responsible for all any legal costs incurred, without recourse incurred and will be entitled to Dartmouth, however retain any damages recovered other than payments otherwise due to Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said requesthereunder. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of to reimburse any litigation fees or pay other recoveries due to sublicensees (if applicable) from the settlement, with additional recoveries will be being paid to DartmouthCompany, subject to payments due Dartmouth per Section 5.01 (c). If Should Company chooses or applicable sublicensee decide not to commence litigation within [*] days from the date the parties confer regarding the infringementproceedings, Dartmouth may commence proceedings shall be entitled to do so in its own name against the infringer, in which case event Dartmouth shall be responsible for any all legal costs incurred and incurred, without recourse to Company. Financial recoveries from any such Dartmouth-initiated litigation (i.e., from Dartmouth acting subsequent to Company declining to act) will be entitled to retain retained fully by Dartmouth, once litigation expenses actually incurred by Reata or any damages recoveredReata sublicense are paid. In any action to enforce Dartmouth Joint Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible, including by agreeing to participate in such action as a named party, if necessary to maintain the action. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth. Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***].

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company and its Affiliates shall be entitled to commence proceedings in its their own name names against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY Company and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company and its Affiliates for its their litigation expenditures and [*]30% of additional recoveries by Company and Affiliates will be paid to Dartmouth, but only to the extent that Dartmouth as a party to the litigation has not recovered those damages in the litigation. If Company chooses not to commence litigation within [***] ([***]) days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Neither Company nor its Affiliates may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed prior written consent of Dartmouth.. 763916 1 268719670 v1

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company shall be entitled to commence proceedings in its own name against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% percentages in accordance with Sections 5.01(a) and/or (d), whichever is applicable, of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] ninety (90) days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company shall be entitled to commence proceedings in its own name against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]30% of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] ninety (90) days from the date the parties confer regarding the infringement, Dartmouth may commence proceedings against the infringer, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.

Infringement by Third Parties. Company TDI shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Patent Rights coming to its attention. The parties shall thereupon confer together as to what steps are to be taken to stop or prevent such infringement. Company shall be entitled to commence proceedings in its own name against the infringer, in which event Company shall be responsible for all legal costs incurred, without recourse to Dartmouth, however Dartmouth agrees to appear as a party in use reasonable Exhibit 10.32 efforts to stop any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said request. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of additional recoveries will be paid to Dartmouth. If Company chooses not to commence litigation within [*] days from the date the parties confer regarding the infringement, Dartmouth may but shall not be obliged to commence proceedings against the infringer. If Dartmouth decides to commence proceedings however, in which case Dartmouth shall be responsible for any legal costs incurred and will be entitled to retain any damages recovered. Should Dartmouth decide not to commence proceedings, TDI shall be entitled to do so in its own name against the infringer, in which event TDI shall be responsible for all legal costs incurred, without recourse to Dartmouth. Financial recoveries from any such litigation will first be applied to reimburse TDI for its litigation expenditures with additional recoveries being paid to TDI, subject to payments due Dartmouth per Sections 5.01(a) and (c). In any action to enforce Dartmouth Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible. Company TDI may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.

Infringement by Third Parties. Company shall give Dartmouth prompt notice of any incident of infringement of Dartmouth Joint Patent Rights coming to its attention. The parties shall thereupon confer together as Company agrees to what steps are to be taken use reasonable efforts to stop or prevent any such infringement. Company , but shall not be entitled obliged to commence proceedings in its own name against the infringer. If Company decides to commence proceedings however, in which event Company shall be responsible for all any legal costs incurred, without recourse incurred and will be entitled to Dartmouth, however retain any damages recovered other than payments otherwise due to Dartmouth agrees to appear as a party in any such proceedings if requested by COMPANY and such request is not unreasonably burdensome on Dartmouth. Company also agrees to reimburse Dartmouth for out of pocket costs spent in connection with said requesthereunder. Financial recoveries from any such litigation will first be applied to reimburse Company for its litigation expenditures and [*]% of to reimburse any litigation fees or pay other recoveries due to sublicensees (if applicable) from the settlement, with additional recoveries will be being paid to DartmouthCompany, subject to payments due Dartmouth per Section 5.01 (c). If Should Company chooses or applicable sublicensee decide not to commence litigation within [*] days from the date the parties confer regarding the infringementproceedings, Dartmouth may commence proceedings shall be entitled to do so in its own name against the infringer, in which case event Dartmouth shall be responsible for any all legal costs incurred and incurred, without recourse to Company. Financial recoveries from any such Dartmouth-initiated litigation (i.e., from Dartmouth acting subsequent to Company declining to act) will be entitled to retain retained fully by Dartmouth, once litigation expenses actually incurred by Reata or any damages recoveredReata sublicense are paid. In any action to enforce Dartmouth Joint Patent Rights, either party, at the request and expense of the other party shall cooperate to the fullest extent reasonably possible, including by agreeing to participate in such action as a named party, if necessary to maintain the action. Company may not settle any infringement action in any way detrimental to Dartmouth Patent Rights without the expressed written consent of Dartmouth.