Common use of Suit by Licensee Clause in Contracts

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt is joined as party plaintiff in any such suit, Elkurt shall have the right to approve the counsel selected by Licensee to represent Licensee and Elkurt, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of Elkurt, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt shall receive an amount equal to [####] of such funds and the remaining [####] of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions decision affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; , provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Licensed Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.38.3. Should Licensee elect to bring suit against an infringer and Elkurt is either or both Licensors are joined as party plaintiff in any such suit, Elkurt such Licensor(s) shall have the right to approve withhold approval of counsel selected by Licensee only upon its reasonable determination that a conflict of interest exists with such counsel. If a joined Licensor withholds such approval due to a reasonable determination that a conflict of interest exists with the counsel selected by Licensee, then Licensee shall have the option to represent keep such counsel selected by Licensee and Elkurt, to provide separate counsel for such approval not to be unreasonably withheldLicensor at Licensee’s expense. The expenses of such suit or suits that Licensee elects to bring, including any reasonable out-of-pocket expenses of Elkurt Licensors incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Licensors free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees, in each case incurred at the request of Licensee. Licensee shall not compromise or settle any such litigation that purports to limit the scope or validity of any Licensed Patents without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.28.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily reasonably incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] **]% of such funds and the remaining [####] **]% of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, prevention or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard reasonably incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] twenty percent (20%) of such funds and the remaining [####] eighty percent (80%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt TRDF and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt TRDF reasonably informed of the progress of the action and shall give Elkurt TRDF a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the TRDF Patent Rights or Joint Patent Rights in the action oraction, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt TRDF may elect to take control of the action pursuant to Section 7.39.2.2. Should Licensee elect to bring suit against an infringer and Elkurt TRDF is joined as party plaintiff in any such suit, Elkurt TRDF shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtTRDF, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt TRDF reasonably incurred in conjunction with the prosecution of such suits or the settlement thereofthereof by Licensee, shall be paid for entirely by Licensee and Licensee shall hold Elkurt TRDF free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtTRDF, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.29.2.1, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt TRDF shall receive an amount equal to [####] twenty percent (20%) of such funds and the remaining [####] eighty percent (80%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####***] of such funds and the remaining [####***] of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Harvard free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] percent ( %) of such funds and the remaining [####] percent ( %) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxxsue. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Harvard free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sue pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] percent ( %) of such funds and the remaining [####] percent ( %) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt and potential effects on the public interest in making its decision whether to xxxsue. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Xxxxxx is joined as party plaintiff in any such suit, Elkurt Xxxxxx shall have the right to approve the counsel selected by Licensee to represent Licensee and Elkurt, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of Elkurt, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sue pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt shall receive an amount equal to [####] of such funds and the remaining [####] of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Teton and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Teton reasonably informed of the progress of the action and shall give Elkurt Teton a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt Teton may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Teton is joined as party plaintiff in any such suit, Elkurt Teton shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtTeton, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Teton incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Teton free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtTeton, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Teton shall receive an amount equal to [####] of such funds and the remaining [####] of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx, especially with regard to the locally-affordable availability of Licensed Products or equivalents thereof, e.g., generic products, in Developing Countries, provided, however, that Licensee shall not be in breach of this Agreement if Licensee makes a commercially reasonable decision to take or not take action. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Licensed Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Harvard free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####**] percent ([**]%) of such funds and the remaining [####**] percent ([**]%) of such funds shall be retained by Licensee.

Suit by Licensee. Subject to any rights held by a Third Party under any Contract, Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Graphite and potential effects on the public interest in making its decision whether to xxxsue. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Graphite reasonably informed of the progress of the action and shall give Elkurt Graphite a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views[***], but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any a Program Patent Rights in Right that is the suit subject of the Infringement terminates, Elkurt Graphite may elect to take sole control of the action pursuant to (in which case the terms of Section 7.36.3 shall apply mutatis mutandis). Should Licensee elect to bring suit against an infringer and Elkurt is joined request Graphite to join as party plaintiff in any such suit, Elkurt Graphite shall have be under no obligation to participate except to the right extent that such participation is required as the result of its being a named party to approve such action or by applicable Laws, and Licensee agrees to fully indemnify, defend and hold harmless Graphite (and, in the counsel selected case of any Program Patent Right licensed to Graphite under a Contract, the applicable counterparty to such Contract) from and against all Losses incurred by Licensee to represent Licensee and Elkurt, Graphite (and/or such approval not to be unreasonably withheldContract counterparty) from a Third Party claim relating thereto. The expenses of such suit or suits that Licensee elects to bring, including any expenses incurred by Graphite due to its involvement as a party plaintiff or other involvement at the express request of Elkurt incurred Licensee in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee Licensee; provided, that, to the extent Graphite voluntarily elects to participate in such suit or suits and Licensee be represented in such suit or suit by counsel of its choice (apart from counsel retained by Licensee), it shall hold Elkurt free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ feeshave the right to do so at its sole expense. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtGraphite, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sue pursuant to this Section 7.26.2, it shall first reimburse Graphite and then itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Graphite shall receive an amount equal to [####***] percent ([***]%) of such funds and the remaining [####***] percent ([***]%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt BIRAD and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringerInfringer, Licensee shall keep Elkurt BIRAD reasonably informed of the progress of the action and shall give Elkurt BIRAD a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any the Patent Rights in the suit terminates, Elkurt BIRAD may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer Infringer and Elkurt BIRAD is joined as party plaintiff in any such suit, Elkurt BIRAD shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtBIRAD, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt BIRAD incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt BIRAD free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtBIRAD, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt BIRAD shall receive an amount equal to [####] twenty five percent (25%) of such funds and the remaining [####] seventy-five percent (75%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Xxxxxxxxx Ventures LLC a reasonable opportunity op- portunity in advance to consult with Licensee and offer offer its views about major decisions affecting affect- ing the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Xxxxxxxxx Ventures LLC or Xxxxxx X. Xxxxxxxxx may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Xxxxxxxxx Ventures LLC with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudica- tion and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Xxxxxxxxx Ventures LLC and ElkurtXxxxxx X. Xxxxxxxxx personally free, clear and harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Xxxxxxxxx Ventures LLC and Xxxxxx X. Xxxxxxxxx incurred in conjunction with the prosecution of such suits or the settlement set- tlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Xxxxxxxxx Xxx- tures LLC and Xxxxxx X. Xxxxxxxxx free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtXxxxxxxxx Ventures LLC and Xxxxxx X. Xxxxxxxxx, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Xxxxxxxxx Ventures LLC shall receive an amount equal to [####] ten percent (10%) of such funds and the remaining [####] ninety percent (90%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxxsxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Licensed Patent Rights in the action oraction, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.38.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld, delayed or conditioned (the parties agree that counsel’s conflict of interest shall be reasonable grounds for withholding approval). The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Licensors incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Licensors free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned (the parties agree that Harvard may withhold approval of any settlement that may reasonably be interpreted to impose any obligations on Harvard or limit the scope, validity or enforceability of any Licensed Patent Rights). In the event Licensee exercises its right to xxx sxx pursuant to this Section 7.28.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily reasonably incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####**] percent ([**]%) of such funds and the remaining [####**] percent ([**]%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first exclusive right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt and potential effects on the public interest in making its decision Licensor as to whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Licensor reasonably informed of the progress of the action and shall give Elkurt Licensor a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Licensor is joined as party plaintiff in any such suit, Elkurt Licensor shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtLicensor, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses incurred by Licensor due to its involvement as a party plaintiff or other involvement at the express request of Elkurt incurred Licensee in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee Licensee; provided, that, to the extent Licensor elects to participate in such suit or suits and Licensee be represented in such suit or suits by counsel of its choice (apart from counsel retained by Licensee), it shall hold Elkurt free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ feesdo so at its sole expense. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtLicensor, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.26.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Licensor shall receive an amount equal to [####***] percent ([***]%) of such funds and the remaining [####***] percent ([***]%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee LICENSEE shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee LICENSEE commences an action with respect to any Infringement, Licensee LICENSEE shall consider in good faith the views of Elkurt BCM and potential effects on the public interest in making its decision whether to xxx. Should Licensee LICENSEE elect to bring suit against an infringer, Licensee LICENSEE shall keep Elkurt BCM reasonably informed of the progress of the action and shall give Elkurt BCM a reasonable opportunity in advance to consult with Licensee LICENSEE and offer its views about major decisions affecting the litigation. Licensee LICENSEE shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee LICENSEE elect to bring suit against an infringer and Elkurt BCM is joined as party plaintiff in any such suit, Elkurt BCM shall have the right to approve the counsel selected by Licensee LICENSEE to represent Licensee LICENSEE and ElkurtBCM, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee LICENSEE elects to bring, including any expenses of Elkurt BCM incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee LICENSEE and Licensee LICENSEE shall hold Elkurt BCM free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee LICENSEE shall not compromise or settle such litigation without the prior written consent of ElkurtBCM, which consent shall not be unreasonably withheld or delayed. In the event Licensee LICENSEE exercises its right to xxx pursuant to this Section 7.2clause 9.3(a)(i), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt BCM shall receive an amount equal to [####] ten percent (10%) of such funds and the remaining [####] ninety percent (90%) of such funds shall be retained by LicenseeLICENSEE.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt UC and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt UC reasonably informed of the progress of the action and shall give Elkurt UC a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt UC may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by UC with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold UC free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt UC incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt UC free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtUC, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt UC shall receive an amount equal to [####] ten percent (10%) of such funds and the remaining [####] ninety percent (90%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Licensed Patent Rights in the action oraction, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.38.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld, delayed or conditioned (the parties agree that counsel’s conflict of interest shall be reasonable grounds for withholding approval). The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Licensors incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Licensors free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned (the parties agree that Harvard may withhold approval of any settlement that may reasonably be interpreted to impose any obligations on Harvard or limit the scope, validity or enforceability of any Licensed Patent Rights). In the event Licensee exercises its right to xxx pursuant to this Section 7.28.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily reasonably incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####**] percent ([**]%) of such funds and the remaining [####**] percent ([**]%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views Infringement of Elkurt and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Ramot Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3Rights. Should Licensee elect to bring suit against an infringer and Elkurt Ramot is joined as party plaintiff in any such suit, Elkurt Ramot shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtLicensee, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Ramot free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney's fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtRamot, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sue pursuant to this Section 7.210.2, it shall first reimburse itself out of oux xf any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney's fees, necessarily incurred involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Ramot shall receive an amount equal to [####] one-third of such funds and the remaining [####] two-thirds of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, prevention or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard reasonably incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] twenty percent (20%) of such funds and the remaining [####] eighty percent (80%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxxsxx, especially with regard to the locally-affordable availability of Licensed Products or equivalents thereof, e.g., generic products, in Developing Countries, provided, however, that Licensee shall not be in breach of this Agreement if Licensee makes a commercially reasonable decision to take or not take action. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Licensed Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Harvard free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####**] percent ([**]%) of such funds and the remaining [####**] percent ([**]%) of such funds shall be retained by Licensee. * Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action oraction, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard under this Section 1.2 with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Harvard free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bringbring under this Section 7.2, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereofthereof by Licensee under this Section 7.2, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ feesfees (to avoid doubt, excluding costs of any suit that becomes a suit by Harvard under Section 7.3 as provided for above). Licensee shall not compromise or settle such litigation under this Section without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount of such remaining funds equal to [####] the applicable percentage in Section 4.6 had the infringer been a Sublicensee instead (and such recovery was Non-Royalty Sublicense Income paid under a Sublicense executed on the effective date of the settlement or the date of entry of judgment by the court awarding such funds recovered sums, whichever is applicable), and the remaining [####] remainder of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt UC and potential effects on the public interest in making its decision whether to xxxsxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt UC reasonably informed of the progress of the action and shall give Elkurt UC a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt UC may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer infringer, UC agrees to cooperate with and Elkurt is joined assist Licensee as party plaintiff reasonably necessary for Licensee to properly assert its claims. Any and all expenses, including reasonable attorneys’ fees, incurred by UC in any conjunction with its cooperation with Licensee at Licensee’s request related to the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold UC free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt UC incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt UC free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtUC, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt UC shall receive an amount equal to [####] ten percent (10%) of such funds and the remaining [####] ninety percent (90%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, prevention or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard reasonably incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. 80198190_1 Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] twenty percent (20%) of such funds and the remaining [####] eighty percent (80%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement, including bringing suit in the name of Harvard if required by law. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt and potential effects on the public interest Harvard in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheldwithheld or delayed. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred at the request of Licensee in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees, incurred by Harvard at the request of Licensee. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed, provided that such written consent of Harvard shall only be required if such compromise or settlement materially adversely affects Harvard’s right, title or interest in and to the Patent Rights or requires Harvard to admit any liability, pay any money or take any action that would have a material adverse effect on Harvard. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt (a) the portion of such remaining funds that constitutes damages for lost profits shall be treated as Net Sales and Harvard shall receive an amount equal the corresponding royalty payments with respect to [####] such Net Sales in accordance with the provisions of this Agreement, and (b) the portion of such remaining funds that constitutes damages other than lost profits shall be allocated as follows: [***] to Harvard and [***] to Licensee. For the avoidance of doubt, Licensee shall have the right to extend any or all of its rights (and the remaining [####] of such funds shall be retained by Licenseecorresponding obligations) under this Article 7 to one or more Sublicensee(s).

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect Any and all expenses, including reasonable attorneys’ fees, incurred by Harvard with respect to bring suit against an infringer and Elkurt is joined as party plaintiff in any the prosecution, adjudication and/or settlement of such suit, Elkurt including any related appeals, shall have the right to approve the counsel selected be paid for entirely by Licensee to represent and Licensee shall hold Harvard free, clear and Elkurt, harmless from and against any and all such approval not to be unreasonably withheldexpenses. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] ____________ percent (__%) of such funds and the remaining [####] ___________ percent (__%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt BIRAD and potential effects on the public interest in making its decision whether to xxxsux. Should Licensee elect to bring suit against an infringerInfringer, Licensee shall keep Elkurt BIRAD reasonably informed of the progress of the action and shall give Elkurt BIRAD a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any the Patent Rights in the suit terminates, Elkurt BIRAD may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer Infringer and Elkurt BIRAD is joined as party plaintiff in any such suit, Elkurt BIRAD shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtBIRAD, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt BIRAD incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt BIRAD free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtBIRAD, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant sux xursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt BIRAD shall receive an amount equal to [####] twenty five percent (25%) of such funds and the remaining [####] seventy-five percent (75%) of such funds shall be retained by Licensee.

Suit by Licensee. Licensee LICENSEE shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee LICENSEE commences an action with respect to any Infringement, Licensee LICENSEE shall consider in good faith the views of Elkurt BCM and potential effects on the public interest in making its decision whether to xxx. Should Licensee LICENSEE elect to bring suit against an infringer, Licensee LICENSEE shall keep Elkurt BCM reasonably informed of the progress of the action and shall give Elkurt BCM a reasonable opportunity in advance to consult with Licensee LICENSEE and offer its views about major decisions affecting the litigation. Licensee LICENSEE shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee LICENSEE elect to bring suit against an infringer and Elkurt BCM is joined as party plaintiff in any such suit, Elkurt BCM shall have the right to approve the counsel selected by Licensee LICENSEE to represent Licensee LICENSEE and ElkurtBCM, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee LICENSEE elects to bring, including any expenses of Elkurt BCM incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee LICENSEE and Licensee LICENSEE shall hold Elkurt BCM free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee LICENSEE shall not compromise or settle such litigation without the prior written consent of ElkurtBCM, which consent shall not be unreasonably withheld or delayed. In the event Licensee LICENSEE exercises its right to xxx pursuant to this Section 7.2clause 9.3(a)(i), it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt BCM shall receive an amount equal to [####] ten percent (10%) of such funds and the remaining [####] ninety percent (90%) of such funds shall be retained by LicenseeLICENSEE. CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS [***] DENOTE OMISSIONS.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views Infringement of Elkurt and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Ramot Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3Rights. Should Licensee elect to bring suit against an infringer and Elkurt Ramot is joined as party plaintiff in any such suit, Elkurt Ramot shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtLicensee, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Ramot free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtRamot, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.210.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Ramot shall receive an amount equal to [####] one-third of such funds and the remaining [####] two-thirds of such funds shall be retained by Licensee, provided that with respect to amounts awarded for loss of sales, Ramot shall only be entitled (after such amounts shall first have been applied to cover out-of-pocket expenses of both parties) to 5% from the awarded lost Net Sales or the lost Net Sales grossed up from the loss of profit awarded by the court.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, prevention or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt Harvard and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt Harvard reasonably informed of the progress of the action and shall give Elkurt Harvard a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights a Valid Claim in the suit terminates, Elkurt Harvard may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt Harvard is joined as party plaintiff in any such suit, Elkurt Harvard shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtHarvard, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Harvard reasonably incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Harvard free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney’s fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtHarvard, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney’s fees, necessarily incurred in the prosecution of any such suit. If, 20 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. after such reimbursement, any funds shall remain from said recovery, then Elkurt Harvard shall receive an amount equal to [####] twenty percent (20%) of such funds and the remaining [####] eighty percent (80%) of such funds shall be retained by Licensee.. 7.3

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views Infringement of Elkurt and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Ramot Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3Rights. Should Licensee elect to bring suit against an infringer and Elkurt Ramot is joined as party plaintiff in any such suit, Elkurt Ramot shall have the right to approve the counsel selected by Licensee to represent Licensee and ElkurtLicensee, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt Ramot incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt Ramot free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ attorney's fees. Licensee shall not compromise or settle such litigation without the prior written consent of ElkurtRamot, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx sue pursuant to this Section 7.210.2, it shall first reimburse itself out of oux xf any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ attorney's fees, necessarily incurred involved in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt Ramot shall receive an amount equal to [####] one-third of such funds and the remaining [####] two-thirds of such funds shall be retained by Licensee, provided that with respect to amounts awarded for loss of sales, Ramot shall only be entitled (after such amounts shall first have been applied to cover out-of-pocket expenses of both parties) to 5% from the awarded lost Net Sales or the lost Net Sales grossed up from the loss of profit awarded by the court.

Suit by Licensee. Licensee shall have the first right, but not the obligation, to take action in the prosecution, prevention, or termination of any Infringement. Before Licensee commences an action with respect to any Infringement, Licensee shall consider in good faith the views of Elkurt and potential effects on the public interest in making its decision whether to xxx. Should Licensee elect to bring suit against an infringer, Licensee shall keep Elkurt reasonably informed of the progress of the action and shall give Elkurt a reasonable opportunity in advance to consult with Licensee and offer its views about major decisions affecting the litigation. Licensee shall give careful consideration to those views, but shall have the right to control the action; provided, however, that if Licensee fails to defend in good faith the validity and/or enforceability of the Patent Rights in the action or, or if Licensee’s license to any Patent Rights in the suit terminates, Elkurt may elect to take control of the action pursuant to Section 7.3. Should Licensee elect to bring suit against an infringer and Elkurt is joined as party plaintiff in any such suit, Elkurt shall have the right to approve the counsel selected by Licensee to represent Licensee and Elkurt, such approval not to be unreasonably withheld. The expenses of such suit or suits that Licensee elects to bring, including any expenses of Elkurt incurred in conjunction with the prosecution of such suits or the settlement thereof, shall be paid for entirely by Licensee and Licensee shall hold Elkurt free, clear and harmless from and against any and all costs of such litigation, including reasonable attorneys’ fees. Licensee shall not compromise or settle such litigation without the prior written consent of Elkurt, which consent shall not be unreasonably withheld or delayed. In the event Licensee exercises its right to xxx pursuant to this Section 7.2, it shall first reimburse itself out of any sums recovered in such suit or in settlement thereof for all costs and expenses of every kind and character, including reasonable attorneys’ fees, necessarily incurred in the prosecution of any such suit. If, after such reimbursement, any funds shall remain from said recovery, then Elkurt shall receive an amount equal to [####] ]of such funds and the remaining [####] of such funds shall be retained by Licensee.