Common use of Infringement of Licensed Patents Clause in Contracts

Infringement of Licensed Patents. Each party shall promptly notify the other party of evidence of infringement of a claim of a Licensed Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in the Licensed Field by a third party, LICENSEE shall have the right to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE shall notify LICENSOR, within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by law. In the event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute said infringement, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or settlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement.

Infringement of Licensed Patents. Each party shall promptly Party will notify the other party Party promptly in writing upon becoming aware of evidence of infringement of a claim of a Licensed Patent any alleged or threatened infringement, misappropriation, or violation by a third partyThird Party of any Licensed Patents or Licensed Know-How, and will provide the other Party with all available evidence supporting such infringement or suspected infringement. If either party Licensee shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a first right (itself or through others), but not the obligation, to respond to, defend, and enforce any actions or suits relating to the Licensed Patent Patents or any rights in the Licensed Know-How against any infringement, misappropriation or violation or alleged infringement, misappropriation or violation thereof in the Field by a third partyin the Territory. Licensee may, LICENSEE at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Licensee’s expenses and reimbursement to WuXi Biologics for its reasonable and documented, out-of-pocket costs may be [***]. WuXi Biologics shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Licensee’s request and expense. Licensee shall not enter into any settlement of any claim described in this Section 5.3 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incur any financial liability on the part of WuXi Biologics or require an admission of liability, wrongdoing or fault on the part of WuXi Biologics, without WuXi Biologics’ prior written consent. If Licensee does not, within [***] after becoming aware of any such infringement, misappropriation or violation pursue such litigation in the Territory, WuXi Biologics shall have the right in its sole discretion to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE shall notify LICENSOR, within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by lawdo so. In the event LICENSEE notifies LICENSOR of enforcement by WuXi Biologics, Licensee will reasonably cooperate in any such litigation, including without limitation, joining any such suit if needed to provide standing. WuXi Biologics, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Licensee of its reasonable and documented out-of-pocket costs), will [***]. Neither Party shall enter into any settlement of any claim described in this Section 5.3 that LICENSEE does not intend would admit to prosecute said infringementthe invalidity, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, narrowing of scope or other voluntary final disposition unenforceability of the suit which invalidates or restricts Licensed Patents, incur any financial liability on the claims of such Patent Rights may be entered into without the consent part of the other partyParty or require an admission of liability, which consent shall not be unreasonably withheldwrongdoing or fault on the part of the other Party, but provided thatwithout the other Party’s prior written consent. In any suit, action or other proceeding in connection with enforcement and/or defense of the event one party (“the Objecting Party”) withholds consent for a proposed settlementLicensed Patents, the party proposing the settlement may decline to support further costs of such suit or settlement discussions, and the Objecting each Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR will offer reasonable assistance to the extent arising out of any proceedings which LICENSOR brings other in connection with such action as reasonably requested, including making available at reasonable times and under appropriate conditions all relevant personnel, records, papers, information, samples, specimens and other similar materials in its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringementpossession.

Infringement of Licensed Patents. Each party shall promptly Party will notify the other party Party, and will require its Affiliates and sublicensees to notify it, promptly in writing upon becoming aware of evidence of any alleged or threatened infringement of a claim of a Licensed Patent or violation by a third partyThird Party of any Licensed Patents or Licensed Know-How. If either party Arcus shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a first right to enforce any patent within the Licensed Patent Patents or any rights in the Licensed Field Know-How against any infringement or alleged infringement or other violation thereof in the Territory. Arcus may, at its own expense, institute suit in the Territory against any infringer or alleged infringer (or violator) and control and defend such suit and recover any damages, awards or settlements resulting therefrom. The amount of such damages, awards or settlements remaining after deduction of Arcus’s expenses and reimbursement to WuXi for its reasonable and documented, out-of-pocket costs may be retained by a third partyArcus, LICENSEE [***]. WuXi shall reasonably cooperate in any such litigation, including, without limitation, joining any such suit in the Territory, at Arcus’s request and expense. Arcus shall not enter into any settlement of any claim described in this Section 9.2 that would admit to the invalidity, narrowing of scope or unenforceability of the Licensed Patents, incurs any financial liability on the part of WuXi or requires an admission of liability, wrongdoing or fault on the part of WuXi, without WuXi’s prior written consent. If Arcus decides not to promptly pursue such litigation in the Territory, WuXi shall have the right in its sole discretion to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE shall notify LICENSOR, within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by lawdo so. In the event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute said infringementof enforcement by WuXi, LICENSOR mayArcus will reasonably cooperate in any such litigation, upon notice to LICENSEEincluding without limitation, initiate legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of joining any such suit or settlement discussionsif needed to provide standing. WuXi, after deducting its attorney’s fees, costs, and any other expenses (including reimbursement to Arcus of its reasonable and documented out-of-pocket costs), will split the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringementproceeds [***].

Infringement of Licensed Patents. Each party shall promptly notify the other party of evidence of infringement of If any Party becomes aware that a claim of a Licensed Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent Third Party is infringing any rights in the Licensed Field by a third partyPatents, LICENSEE such Party shall give written notice to the other Party describing in detail the nature of such infringement. InterMune shall have the initial right to take steps enforce the Licensed Patents against such Third Party infringer. Marnac and KDL agree to protect the Patent Right provide InterMune all reasonable assistance [*] in such claimenforcement, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE shall notify LICENSOR, within three (3) months of one including without limitation being joined as a party providing to the other with evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by lawsuit where appropriate. In the event LICENSEE notifies LICENSOR that LICENSEE does not intend InterMune fails to prosecute said institute an infringement suit or take other reasonable action in response to such infringement within [*] after its receipt of notice of such infringement, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against Marnac shall have the infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheldright, but provided thatnot the obligation, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of institute such suit or take other appropriate action in its own name to enforce the Licensed Patents. Any damages or other recovery, whether by settlement discussionsor otherwise, from an CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. action hereunder to enforce the Licensed Patents shall first be applied to pay the costs and expenses of participating in such action, and the Objecting Party any remaining amount shall be required shared by the Parties as follows: (i) if InterMune institutes the infringement suit, [*] shall be paid to continue such Marnac and the remainder shall be paid to InterMune, and (ii) if Marnac or KDL institutes the infringement suit because InterMune fails to institute an infringement suit or settlement discussions at its own expense. LICENSEE take other reasonable action in response to such infringement, [*] shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR paid to Marnac and the remainder shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR paid to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringementInterMune.

Infringement of Licensed Patents. Each party shall promptly notify the other party of evidence of infringement of a claim of a Licensed Patent by a third party. If either party shall believes that any of the rights granted hereunder are being or have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in the Licensed Field been infringed by a third party, LICENSEE shall have the right to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE party shall notify LICENSOR, within three (3) months of one party providing the other with of such belief, and as part of such notice shall provide copies of all documentary evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. Except in the limited cases for which Foundation has excluded from the license the right to bring an infringement action against Inventors and their not-for-profit institutions in the Reservation by Licensor paragraph above, Adial shall have the first option to bring an infringement action against the alleged infringer at Adial’s sole expense. If LICENSEE notifies LICENSOR that it intends Adial exercises its option, which shall be made in writing within one hundred and eighty (180) days after the parties’ receipt of said notice of infringement, Foundation will cooperate as requested by Adial (including but not limited to so prosecute, LICENSEE shall (at its expenseFoundation being joined as a party to any such action), within three (3) months and will be compensated by Adial for its reasonable, documented out-of-pocket expenses, which Foundation will only be required to expend if Adial has approved same for reimbursement. Adial shall be free to enter into any settlement, consent judgment, or other voluntary disposition of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by law. In the event LICENSEE notifies LICENSOR any such matter, provided that LICENSEE does not intend to prosecute said infringement, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the infringer at LICENSOR’s expense. No no settlement, consent judgment, or other voluntary final disposition of such suits that materially adversely affects the suit which invalidates Licensed Patents or restricts admits fault or wrongdoing on the claims part of such Patent Rights Foundation may be entered into without the consent of the other partyFoundation, which consent shall not be unreasonably withheld. Foundation shall provide Adial notice of such consent or denial of such consent within ten (10) days of any request for consent by Adial, but provided that, that in the event one party (“Foundation wishes to deny such consent, such notice shall include a written description of Foundation’s reasonable objections to the Objecting Party”) withholds consent for a proposed settlement, consent judgment, or other voluntary disposition. If Foundation has not consented within ten (10) days or has denied such consent, Adial will meet with Foundation in Charlottesville, VA, to discuss the proposed settlement, consent judgment, or other voluntary disposition. If, after such meeting, Foundation has not provided notice of its consent, the parties will submit any disputes over the reasonableness of Foundation’s objections to expedited, single-arbitrator arbitration in Washington, D.C. No discovery will be allowed, and each party proposing will have one (1) hour to present its case to the arbitrator Any damages paid (including without limitation statutory damages, compensatory damages, lost profits damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) or amounts received in settlement may decline with respect to, in either case, the infringement of the Licensed Patents shall first be applied to support further costs the reimbursement of Adial’s reasonable costs, expenses and legal fees, including amounts Adial has reimbursed to Foundation. The remaining balance of such suit damages or amounts received shall be retained by Adial and treated as Sublicensing Revenue subject to payments under Section 3.6 (with the date of such settlement discussionsor disposition being deemed the “point at which the Sublicense is executed” for purposes of determining payments due under Section 3.6). In the event that Adial does not timely exercise its option to bring or pursue an infringement action against an alleged infringer, Foundation shall have the right (but not the obligation) to do so at its sole expense, and the Objecting Party shall to retain all recovered damages. In such instances Adial will cooperate as requested by Foundation, and will be reimbursed by Foundation for its reasonable out-of-pocket expenses, which Adial will only be required to continue such suit expend if Foundation has approved same for reimbursement. In the event of any challenge to the validity of any Licensed Patent (or settlement discussions similar proceeding), Adial will have the right to participate (at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR ) in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringementproceedings.

Infringement of Licensed Patents. Each party Adolor shall promptly notify have the other party right, but not the obligation, to prosecute at its own expense and through counsel of evidence of its own choice all actions for infringement of a claim of a Licensed Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in patents under the Licensed Field Patents to the extent relating to Licensed Compounds or Licensed Products. In furtherance of such right, Lilly understands and agrees that Adolor may join Lilly as a party plaintiff in any such action without expense to Lilly. The total out-of-pocket cost to Adolor of any such infringement action commenced by a third party, LICENSEE Adolor shall be borne by Adolor. The recovery award shall be divided as follows: Adolor shall apply any recovery of costs or damages derived from such action as follows: [**]. Lilly shall have the right to request that Adolor take steps legal action against any infringement of the Licensed Patents with respect to protect any Licensed Compound or Licensed Product, as the Patent Right case may be. Such request shall be by written notice. The notice shall set forth the facts of such alleged infringement in reasonable detail, and shall be accompanied by reasonable evidence of such claim, either upon notice from LICENSOR requesting such action, or on its own initiativeinfringement. LICENSEE shall notify LICENSOR, If the infringing activity is not abated within three (3) months of one party providing the other with evidence time Lilly requests that Adolor take legal action, and either Adolor has not commenced an infringement action, or Adolor shall have notified Lilly of infringementits intention not to commence an infringement action, whether LICENSEE intends or Adolor shall have ceased its prosecution of an infringement action, then and only then, shall Lilly have the right, but not the obligation, to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by law. In the event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute said infringement, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or settlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant and through counsel of its own choice an action for infringement (including any related counterclaim for invalidity) of such Licensed Patents with respect to Section 7.1 following LICENSEE’s decision not Licensed Compound or Licensed Product. In furtherance of such right, Adolor understands and agrees that Lilly may join Adolor as a party plaintiff in any such action without expense to prosecute Adolor. The total out-of-pocket cost to Lilly of any alleged infringementsuch infringement action commenced by Lilly shall be borne by it. The recovery award shall be divided as follows: Lilly shall apply any recovery of costs or damages derived from such action as follows: [**].

Infringement of Licensed Patents. Each party Provided Xxxxxx is otherwise in full compliance with this Agreement and remains the exclusive licensee of the Licensed Patents in the Field, Xxxxxx shall promptly have the first right to bring an action against an infringer of the Licensed Patents in the Field, at Xxxxxx’x sole expense. Xxxxxx shall notify Vanderbilt of its intent to exercise that right within ninety (90) days after Xxxxxx becomes aware of the other party alleged infringement. Prior to commencing any such action, Xxxxxx shall consult with Vanderbilt and shall consider the views of evidence Vanderbilt regarding the advisability of infringement of a claim of a Licensed Patent by a third partythe proposed action and its effect on the public interest. If either Xxxxxx exercises its right to bring an infringement action against the alleged infringer, Xxxxxx shall be obligated to defend any cross claim or counterclaim or action for declaratory judgment related to the Licensed Patents or Licensed Product. Vanderbilt will cooperate in such action as reasonably requested by Xxxxxx, at Xxxxxx’x sole expense. If Vanderbilt is legally required to be named as a party to such action for standing or other purposes, Xxxxxx may join Vanderbilt to such action in name only, provided that Vanderbilt shall have supplied not be the other first named party in such action and that Xxxxxx shall hold Vanderbilt harmless from, and indemnify Vanderbilt against, any reasonable and customary out-of-pocket and/or internal costs, expenses, or liability that Vanderbilt incurs in CONFIDENTIAL -Page 18 of 36- connection with written evidence demonstrating prima facie such action provided that Vanderbilt shall use reasonable efforts to notify Xxxxxx prior to incurring such costs, expenses, or liability. Xxxxxx shall reimburse Vanderbilt for such costs, expenses or liability it incurs in connection with any action under this Section 6.4 within sixty (60) days after receiving an invoice from Vanderbilt for the same. In the event that Xxxxxx does not timely notify Vanderbilt of its intent to bring or pursue an infringement of a claim of a Licensed Patent action against an alleged infringer, or in the Licensed Field by event Xxxxxx gives such notice but does not bring suit or stop the infringement within a third partyreasonable time, LICENSEE but no longer than one hundred eighty (180) days, after Xxxxxx first becomes aware of the basis for such action, Vanderbilt shall have the right (but not the obligation) to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE shall notify LICENSOR, within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to do so prosecute, LICENSEE shall (at its sole expense), within three (3) months of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by law. In the event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute said infringementsuch instances, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or settlement discussionsXxxxxx will cooperate as requested by Vanderbilt, and the Objecting Party shall will be required to continue such suit or settlement discussions at compensated by Vanderbilt for its own expensereasonable out-of-pocket expenses, provided Vanderbilt has approved same for reimbursement in advance. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement.6.5

Infringement of Licensed Patents. Each party shall promptly notify the other party of evidence of infringement of a claim of a Licensed Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a an Licensed Patent in the Licensed Field by a third party, LICENSEE shall have the right to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE shall notify LICENSOR, LICENSOR within three (3) months [...***...] of one party party’s providing the other with evidence of infringement, infringement whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends to so prosecute, LICENSEE shall (at its expense)shall, within three (3) months [...***...] of its notice to LICENSOR either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSOR’s name if so required by law. In the event LICENSEE notifies LICENSOR that That LICENSEE does not intend to prosecute said infringement, LICENSOR may, upon notice to LICENSEE, initiate legal proceedings against the infringer at LICENSOR’s expense. No settlement, consent judgment, judgment or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs [...***...] of such suit or settlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense[...***...]. LICENSEE shall shall. indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment damages that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense [...***...] pursuant to this Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement.

Infringement of Licensed Patents. Each party shall promptly notify the other party of evidence of infringement of a claim of a Licensed Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in the Licensed Field by a third party, LICENSEE Licensee shall have the right to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR Licensor requesting such action, or on its own initiative. LICENSEE Licensee shall notify LICENSORLicensor, within three (3) months of one party providing the other with evidence of infringement, whether LICENSEE Licensee intends to prosecute the alleged infringement. If LICENSEE Licensee notifies LICENSOR Licensor that it intends to so prosecute, LICENSEE Licensee shall (at its expense), within three (3) months of its notice to LICENSOR Licensor either (i) cause infringement to terminate or (ii) initiate and diligently prosecute legal proceedings against the infringer and in LICENSORLicensor’s name if so required by law. In the event LICENSEE Licensee notifies LICENSOR Licensor that LICENSEE Licensee does not intend to prosecute said infringement, LICENSOR Licensor may, upon notice to LICENSEELicensee, initiate legal proceedings against the infringer at LICENSORLicensor’s expense. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights may be entered into without the consent of the other party, which consent shall not be unreasonably withheld, but provided that, in the event one party (“the Objecting Party”) withholds consent for a proposed settlement, the party proposing the settlement may decline to support further costs of such suit or settlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE Licensee shall indemnify LICENSOR Licensor against any order for payment that may be made against LICENSOR Licensor in such proceedings brought by LICENSEELicensee. LICENSOR Licensor shall indemnify LICENSEE Licensee against any order for payment claim of damages that may be made against LICENSEE in such proceedings brought by LICENSOR Licensee to the extent arising out of any proceedings which LICENSOR Licensor brings at its own expense pursuant to Section 7.1 following LICENSEELicensee’s decision not to prosecute any alleged infringement.

Infringement of Licensed Patents. Each If either party shall promptly notify the other party of evidence of infringement of a claim of believes that a Licensed Patent by a third party. If either party shall have supplied the other party with written evidence demonstrating prima facie infringement of a claim of a Licensed Patent in the Licensed Field is being or has been infringed by a third party, LICENSEE shall have the right to take steps to protect the Patent Right in such claim, either upon notice from LICENSOR requesting such action, or on its own initiative. LICENSEE party shall notify LICENSOR, within three (3) months of one party providing the other with of such belief, and as part of such notice shall provide copies of documentary evidence of infringement, whether LICENSEE intends to prosecute the alleged infringement. If LICENSEE notifies LICENSOR that it intends Where the infringement is in the Field, Aligos shall have the first option to so prosecute, LICENSEE shall (at its expense), within three (3) months of its notice to LICENSOR either (i) cause bring an infringement to terminate or (ii) initiate and diligently prosecute legal proceedings action against the alleged infringer and [****]. If Aligos exercises its option, which shall be made in LICENSOR’s name if so required by law. In writing within [****] days after the event LICENSEE notifies LICENSOR that LICENSEE does not intend to prosecute parties’ receipt of said notice of infringement, LICENSOR mayEmory will cooperate as reasonably requested by Aligos, upon notice [****]. Aligos agrees to LICENSEE, initiate legal proceedings defend Emory against the infringer at LICENSOR’s expenseany counterclaim brought against it in such action. [****]. No settlement, consent judgment, or other voluntary final disposition of the suit which invalidates or restricts the claims of such Patent Rights suits may be entered into without the express written consent of the other partyEmory, which consent shall not be unreasonably withheld. Any damages received by Aligos (including without limitation statutory damages, but provided thatcompensatory damages, in lost profits damages, exemplary damages, increased damages, and awards of costs and attorney’s fees) shall first be applied to [****]. The remaining balance of such damages shall be divided equally between Aligos and Emory, except that for any portion which was awarded on the basis of lost profits, Emory shall recover the greater of the above equal split or the royalty Emory would have received under this Agreement if the infringing sales had been made by Aligos. In the event one that Aligos does not exercise its option to bring or pursue an infringement action against an alleged infringer, Emory shall have the right (but not the obligation) to do so [****], and to retain all recovered damages. In such instances Aligos will cooperate as requested by Emory, and Emory shall be entitled to retain all damages or costs awarded in such action. [****]. Aligos shall cooperate with Emory in such effort including being joined as a party (“to such action if necessary. Should either Emory or Aligos be a party to a suit under the Objecting Party”) withholds consent for a proposed settlementprovisions of this Article and thereafter elect to abandon such suit, the abandoning party proposing shall give timely notice to the settlement may decline to support further costs other party who may, at its discretion, continue prosecution of such suit or settlement discussions, and the Objecting Party shall be required to continue such suit or settlement discussions at its own expense. LICENSEE shall indemnify LICENSOR against any order for payment that may be made against LICENSOR in such proceedings brought by LICENSEE. LICENSOR shall indemnify LICENSEE against any order for payment that may be made against LICENSEE in such proceedings brought by LICENSOR to the extent arising out of any proceedings which LICENSOR brings at its own expense pursuant to Section 7.1 following LICENSEE’s decision not to prosecute any alleged infringement[****].