Common use of Infringement by Third Parties Clause in Contracts

Infringement by Third Parties. 10.2.1 Licensee shall have the right, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 10.2.1 Licensee 7.1 LICENSEE and BOARD shall each promptly provide the other party written notice of any alleged infringement of the PATENT RIGHTS. 7.2 LICENSEE shall have the right, first right (but not the obligation), at its expense, to institute enforce PATENT RIGHTS against infringement by third parties and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be is entitled to retain any recovery from such enforcement. After reimbursement of LICENSEE’S reasonable attorneys’ fees and all money damages it receives court costs in connection with such enforcement, the balance of any recovery for damages and/or a reasonable royalty in lieu thereof will be considered NET SALES and subject to royalty payments pursuant to Section 5.1c and applied in the calendar quarter in which the recovery is obtained. If LICENSEE does not file suit or suits. The Licensee shall against a substantial infringer of PATENT RIGHTS within [*] of knowledge thereof and has not entered into good faith negotiations to sublicense the applicable PATENT RIGHTS to such infringer, and such infringement has not otherwise ceased, then BOARD (a) may enforce PATENT RIGHTS on behalf of itself and LICENSEE and (b) will have the right to institute and prosecute (i) retain all recoveries from such suits, and enforcement and/or (ii) reduce the exclusive license granted to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as LICENSEE hereunder to a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except non-exclusive license with respect to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1relevant PATENT RIGHTS (without affecting LICENSEE’S other rights hereunder, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have including without limitation the right to institute and prosecute such suits, grant sublicenses) and to employ its own counsel for grant a non-exclusive, non-transferable, non-sublicensable license under the applicable PATENT RIGHTS solely to such suits; infringer and Licensor shall pay for solely with respect to the infringing product or method. 7.3 In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request and expense of the party bringing suit, the other party will permit access to all services rendered relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours and with reasonable advance written notice. [*] = Certain confidential information contained in this document, marked by counsel so retainedbrackets, is filed with the Securities and for all incidental costs and expenses. Licensor agrees that Licensee may join Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsamended.

Infringement by Third Parties. 10.2.1 Licensee (a) SIGNAL and DPM each shall have immediately give notice to the right, but not the obligation, to institute and prosecute other of any and all suits to enjoin potential infringement by a third party of any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology Signal Patent Rights or Collaboration Patent Rights in the Field of License; which they become aware or of any certification of which they become aware filed under the United States "Drug Price Competition and Patent Term Restoration Act of 1984" claiming that any Signal Patent Rights or Collaboration Patent Rights covering any Product are invalid or unenforceable or that infringement will not arise from time the manufacture, use or sale of Product by a third party. (b) DPM as exclusive licensee with respect to time during the continuance Signal Patent Rights will have the right in the Field to bring suit or other proceeding at its expense against the infringer in its own name or in the name of this AgreementSIGNAL where necessary, after consultation with SIGNAL. SIGNAL shall be kept advised at all times of such suit or proceedings brought by DPM. SIGNAL may, in its discretion and at its own expense, join DPM as party to the suit or other proceeding, provided that DPM shall retain control of the prosecution of such suit or proceedings in such event. DPM has the right to approve of any outside counsel selected by SIGNAL. SIGNAL agrees to cooperate with DPM in its efforts to protect Signal Patent Rights, including joining as a party where necessary. (c) If DPM does not bring suit or other proceeding against the infringer, SIGNAL may institute in its discretion, bring suit or other proceeding at its expense against the infringer, provided however, that SIGNAL shall first consult with DPM as to whether such act(s) by a third party reasonably constitute infringement and whether it is commercially advisable to bring such suit or proceeding, as reasonably determined by DPM. DPM shall be kept advised at all times of such suit or proceedings brought by SIGNAL. DPM may, in its discretion and at its expense, join SIGNAL as party to the suit or other proceeding, provided that SIGNAL shall retain control of the prosecution of such suit or proceedings in such event. SIGNAL has the right to approve of any outside counsel selected by DPM. DPM agrees to cooperate with SIGNAL in its efforts to protect SIGNAL Patent Rights, including joining as a party where necessary. (d) Neither party shall have the right to settle any patent infringement litigation under this Section 7.4 in a manner that diminishes the rights or interests of the other party without the consent of the other party. (e) Each party will bear its own expenses with respect to any suit or suits which it may deem necessaryother proceeding against an infringer. Licensee shall be entitled to retain any and all money damages it receives Any recovery in connection with such suit or suitsproceeding will first be applied to reimburse SIGNAL and DPM for their out-of-pocket expenses, including attorney's fees. The Licensee shall have party controlling the right suit will retain the balance of any recovery. However, if damages are awarded to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee DPM based on lost sales or profit then DPM shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees to SIGNAL royalties that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding it would have paid had DPM made the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interestssales. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 10.2.1 4.1 Licensee shall have the rightshall, but not the obligationinsofar as possible, report immediately in writing to institute and prosecute Licensor any and all suits to enjoin infringements of the Licensed Trademarks, or of Licensor's trade names and/or trade dress and any and all infringes attempts by any third party to use, copy, register, infringe upon or otherwise imitate the Licensed Trademarks or Licensor's trade names or trade dress, or any design features of the Licensed PatentsProducts. 4.2 Except upon the written request and authorization of Licensor, where Licensee shall not take any action to prevent infringements, imitation or illegal use of the Licensed Trademarks, trade dress associated with the Licensed Products or trade name of Licensor. However, Licensee shall render to Licensor all assistance reasonably requested, fully and without reservation, in connection with any matter pertaining to protection or enforcement of the Licensed Trademarks before administrative and quasi-judicial agencies and the courts, and shall make available to Licensor, its representatives, agents and attorneys, all of Licensee's records, files and other information pertaining to the Licensed Trademarks, including the purchase, manufacture, sale, distribution and advertising of the Licensed Products sold and distributed under said trademarks. 4.3 Licensor, at its cost, shall take such infringements affects steps and institute such legal proceedings as shall be reasonably necessary to protect the Licensed Trademarks and Licensee's license therein as set forth in this Agreement. 4.4 Licensor shall indemnify and defend Licensee and hold it harmless from and against any claims, suits and expenses (including reasonable attorney's fees) arising solely from Licensee's use of the Technology Licensed Trademarks in accordance with the Field of License; and from time to time during the continuance terms of this Agreement, and at its own expense, may institute any suit Agreement on or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suitsLicensed Products sold in the Licensed Territory. The Licensee shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expenseindemnification and defense obligations are expressly conditioned upon (a) Licensee's giving Licensor prompt written notice of such claim or suit against Licensee after assertion thereof and (b) Licensee's full and prompt cooperation and assistance, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted reasonably requested by Licensor, in connection with the defense of such claim or plans to institute a suit under Article 10.2.1, suit. Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute to undertake and conduct the defense and/or negotiation of any settlement of any such suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsclaim.

Infringement by Third Parties. 10.2.1 Licensee If a party to this Agreement becomes aware of any infringement or potential infringement of any Licensed Patent Right, the party to this agreement shall promptly notify the other party of such infringement or potential infringement. During the term of this Agreement the Company shall have the right, but not the obligation, at is sole expense and with counsel of its own choice, to institute enforce the Licensed Patent Rights and prosecute associated Know-How against any infringer, including the right to file suit for patent infringement naming the University as a party, and the right to settle such suit with the University’s consent, which consent shall not be unreasonably withheld . The University shall permit the use of its name in all suits such suits, sign all necessary papers, and do all reasonable things necessary, at the Company’s expense, to enjoin facilitate the prosecution of such infringement suits. The Company shall pay to the University one and one-half percent (1.5%) of any and all infringes amount collected as a result of such judgement or settlement within 30 days of the receipt thereof. The Company shall incur no other liability to the University as a consequence of such litigation, the conduct of such litigation or any unfavorable decision resulting from it, including any decision holding any of the Licensed PatentsPatent Rights invalid or unenforceable. In the event that the Company chooses not to file suit for patent infringement within 180 days after becoming aware of infringement, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor University shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its sole expense and with counsel of its own expensechoice, may institute to enforce the Licensed Patent Rights and associated Know-How against any suit or suits it may deem necessary. The Licensor shall have infringer, including the right to institute file suit for patent infringement naming the Company as a party, and prosecute the right to settle such suit with the Company’s consent, which consent shall not be unreasonably withheld. The Company shall permit the use of its name in all such suits, sign all necessary papers, and do all reasonable things necessary, at the University’s expense, to employ its own counsel for facilitate the prosecution of such infringement suits; and Licensor . The University shall pay for all services rendered by counsel so retained, to the Company one and for all incidental costs and expenses. Licensor agrees that Licensee may join one-half percent (1.5%) of any amount collected as a party plaintiff in any suit initiated by Licensor pertaining result of such judgement or settlement within 30 days of the receipt thereof. The University shall incur no other liability to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining Company as a party plaintiff is necessary and in Licensee's best interestsconsequence of such litigation, the conduct of such litigation or any unfavorable decision resulting from it, including any decision holding any of the Licensed Patent Rights invalid or unenforceable.

Infringement by Third Parties. 10.2.1 5.1 Licensee and Alliance shall promptly give notice in writing to each other of any known actual or potential infringement of the Licensed Patents. In the event any Licensed Patents are infringed by an unlicensed third party, Licensee and Alliance shall have the right to ▇▇▇▇▇ or prevent such infringement as follows. 5.1.1 Alliance shall have the exclusive right, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives take appropriate action in connection with any proceeding or suit to ▇▇▇▇▇ or to prevent an infringement. Before commencing any action to ▇▇▇▇▇ or to prevent the infringement, Alliance will first consult with the DOE, as required by the Litigation and Claims provision of the Prime Contract between DOE and Alliance, and in the event DOE authorizes Alliance to undertake an infringement suit, Alliance shall further consult with Licensee to determine if Licensee also wishes to enter into such suit or suitssuit. The Licensee shall have the right to institute and prosecute such suits, be represented by counsel at the suit proceedings and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and participate therein at its own expensecost, may institute any suit or suits it may deem necessary. The Licensor but shall not have the right to institute and prosecute such suitscontrol the suit. Licensee agrees to cooperate with, and give reasonable assistance to, Alliance in abating or preventing an infringement. 5.1.2 The cost and expenses of all suits brought by Alliance under Section 5.1.1 above shall be equally shared by Alliance and each non-exclusive licensee entering into the suit, out of any settlement amount, damages or other monetary awards recovered in favor of Alliance. Regardless of Licensee’s participation in such suit, other than for reimbursement of Alliance approved costs and expenses of participation incurred by Licensee, Alliance shall be entitled to employ receive and retain for its own counsel use and benefit any settlement amount or remaining damages awarded in such suit. 5.2 Alliance and the Government shall not be liable for such suits; and Licensor shall pay any costs or losses incurred as a result of an action for all services rendered by counsel so retainedinfringement brought against the Licensee as a result of Licensee’s exercise of any right granted under this Section 5, and for Licensee shall indemnify and hold Alliance, the Government, their officers, employees and agents harmless against all incidental costs liability, expenses and expenses. Licensor agrees that Licensee may join costs, including attorneys’ fees incurred as a party plaintiff in result of any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestssuch suit.

Infringement by Third Parties. 10.2.1 Licensee shall have the rightinitial right to bring suit and initiate proceedings relating to any infringement of the Licensor Intellectual Property and to settle the same. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensee, but not the obligation, to institute and prosecute any and all recoveries, awards, or payments from said suits to enjoin or any settlements thereof shall be the property of Licensee. Licensors shall reasonably cooperate with and assist Licensee in all such suits as Licensee deems reasonably appropriate or necessary and all costs and expenses thereof shall be borne by Licensee. If any party becomes aware of any infringement or misappropriation of the Licensor Intellectual Property by any third-party, such [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] party shall promptly notify the other parties of such and provide the other parties with any and all infringes evidence thereof in its possession or control. Should Licensee choose not to bring suit or initiate proceedings relating to the infringement of the Licensed PatentsLicensor Intellectual Property within one hundred twenty (120) days of learning of such infringement, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee Licensors shall have the right to institute bring such suit or initiate such proceedings, provided, that Licensors shall be responsible for the payment of all costs and prosecute expenses relating to any such suitssuit or suits or proceeding, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's userecoveries, saleawards, or rights to payments from said suits or any settlements thereof shall be divided equally by the System, and from time to time during the continuance parties after reimbursement of this Agreement, and at Licensors for its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff expenses in any suit initiated by Licensor pertaining to infringement in bringing the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestslawsuit.

Infringement by Third Parties. 10.2.1 Licensee 5.1 Each party shall promptly give notice to the other of any actual or potential infringement of any Patent Right by any third party that becomes known to such first-mentioned party. Licensor shall have the rightfirst right to take such action it determines, but not the obligationin its sole discretion, to institute and prosecute be necessary to terminate or prevent any and all suits actual or potential infringement of such Patent Right. If Licensor has not taken any action (including an informed decision to enjoin take no action) within one hundred twenty (120) days from such first-mentioned party's notice, Licensee may submit to Licensor a notice that Licensee will take such action as Licensee reasonably determines is necessary to terminate or prevent the infringement, including filing suit to the extent provided by any and all infringes applicable law, rule or regulation, unless Licensor notifies Licensee that Licensor will file suit or otherwise terminate such infringement within thirty (30) days after Licensor's receipt of such notice from Licensee. 5.2 In the Licensed Patentsevent Licensor files suit to stop infringement, where Licensor may enter into any settlement, consent judgment or other voluntary final disposition of such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and suit at its own expense, may institute sole discretion. In the event Licensee elects to join Licensor in any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suitsaction, Licensee shall pay it's own attorneys' fees and costs of its participation in such suit or action. The Regardless if Licensee joins or does not join Licensor in any such suit or action, upon request by Licensor, Licensee shall cooperate with Licensor in such suit or action. In the event Licensor requests Licensee to join Licensor in participation in such suit or action, Licensee shall have the right to institute consult with Licensor and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered be represented by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes . Any recovery of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and damages from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered action brought by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expenseLicensor, where Licensee deems that joining as a party plaintiff is necessary has joined Licensor, shall be shared equally by the parties, after recovery by Licensor of its costs and expenses in connection therewith, including attorney's fees. 5.3 In the event Licensee solely files suit to stop infringement, Licensee may enter into any settlement, consent judgment or other voluntary final disposition of such suit subject to Licensor's approval. Any recovery of damages from any suit or action brought solely by Licensee shall be retained by Licensee's best interests.

Infringement by Third Parties. 10.2.1 6.1 Licensee shall have give notice of any discovered third party infringement to LMER. In the rightevent that LNIER does not take appropriate action to stop or prevent such infringement within ninety (90) days after receiving such notice and diligently pursue such action, but not Licensee has the obligationright to take appropriate action to stop and prevent the infringement, including the right to institute file suit. 6.2 In the event that Licensee files suit to stop infringement or defends any action against the validity of the patent, Licensee shall indemnify and prosecute hold LMER harmless against all liability, expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to LMER under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to LMER in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action as well as paying LMER for any reduction of royalties pursuant to this section, Licensee shall pay LMER its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of such actions; provided, however, that the party in control of such action shall reimburse the other party for any and all suits costs and expenses in providing data and other information necessary to enjoin any and all infringes the conduct of the Licensed Patents, where action. 6.6 The party having filed such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee action shall be entitled to retain any in control of such action and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute dispose of such suitsaction in whatever reasonable manner it determines to be the best interest of parties hereto, and to employ its own counsel for such suits; and Licensee except that any settlement which affects or admits issues of patent validity shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding require the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interestsadvance written approval of LMER. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 10.2.1 Licensee 8.2.1 Each Party shall promptly notify the other Party in writing of any alleged or threatened infringement of any Licensed Patent in the Field or Product Patent of which it becomes aware (a “Competitive Infringement”). In any such instance Licensor shall have the sole right, but not the obligationat its option, to institute bring such alleged or threatened Competitive Infringement to an end and prosecute any Licensee shall provide reasonable assistance to Licensor in connection therewith, at Licensee’s cost and all suits to enjoin any expense (the costs and all infringes expenses of the Licensed PatentsLicensor in connection therewith, where such infringements affects including the Licensee's use of the Technology in the Field of License; investigation and from time analysis thereof, to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessarybe reimbursed to Licensor by Licensee on an as-incurred basis). Licensee shall be entitled to retain any be represented by independent counsel of its own choice and all money damages it receives at its own expense. Licensor shall keep Licensee and/or its designated legal counsel reasonably informed as to the progress in connection with the foregoing Competitive Infringement. If Licensor fails to initiate a suit or take other appropriate action that it has the right to initiate or take pursuant to this Section 8.2 with respect to a Competitive Infringement in the Territory within ninety (90) days after becoming aware of the basis for such suit or suitsaction, then Licensee may, in its discretion, provide Licensor with written notice requiring Licensor to initiate a suit or take other appropriate action with respect to such Competitive Infringement in the Territory, such suit or other appropriation action to be taken at the sole cost and expense of Licensee. The Licensee shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except Notwithstanding anything to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1contrary contained in this Agreement, Licensor shall have the right, but unilateral right to enter into any settlement without the prior written consent of Licensee with respect to any Competitive Infringement suit or action to the extent such settlement would not adversely affect the obligation, Licensee’s rights or benefits with respect to institute and prosecute any and all infringes the Development or Commercialization of the 552 Patent where Product, in which case, Licensee’s prior written consent shall be required, which consent shall not be unreasonably withheld. 8.2.2 If Licensor recovers monetary damages in any enforcement action pursuant to Section 8.2.1, such infringement affects Licensor's use, sale, or rights recovery shall be allocated (i) first to the Systemreimbursement of any unreimbursed expenses incurred by Licensor in such enforcement action, (ii) second to any expenses incurred by Licensee in such enforcement action, and (iii) any remaining amounts shall be allocated to Licensor and Licensee in such proportion so as to compensate each Party for their respective provable losses resulting from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsCompetitive Infringement.

Infringement by Third Parties. 10.2.1 Licensee shall have the right, but not the obligation, to institute and prosecute If any and all suits to enjoin any and all infringes infringement or threatened infringement of the Licensed Patents, where such infringements affects Rights comes to the Licensee's use notice of the Technology in Licensee it shall forthwith notify the Field of License; Licensor giving particulars thereof. Both the Licensor and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute action against and/or to prosecute the infringers and/or the potential infringers of the Licensed Rights, including the rights to enjoin such infringers and claim damages from such infringers. If the Licensee wishes to institute action against and/or prosecute such suitsinfringers of the Licensed Rights, the Licensee shall inform the Licensor forthwith and shall take the necessary steps immediately to employ institute action against and/or to prosecute such infringers, at its own counsel cost and expense. If any written consent of the Licensor is required for institution of such suits; proceedings, Licensor shall give such consent without d e l a y. In the event the Licensee institutes action and/or prosecute infringers of the Licensed Rights and recovers damages by way of a court order and/or a settlement, either during the term of this Agreement and/or thereafter, the Licensee shall pay for all services rendered by counsel so retaineda royalty at the percentage of three percent (3 %) upon such damages, and for all incidental costs and expensesexcluding any legal costs, within fifteen (15) days from the date of receipt/recovery of such payment on account of damages. If the Licensee agrees that does not wish to institute action against and/or prosecute such infringers of the Licensed Rights, the Licensee shall inform the Licensor forthwith. In such event, the Licensor may join as a party plaintiff in any suit initiated by Licensee regarding take the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans steps immediately to institute a suit under Article 10.2.1action against and/or to prosecute such infringers, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own cost and expense, may institute any suit or suits it may deem necessary. The In the event the Licensor shall have the right to institute and institutes action and/or prosecute such suitsinfringers and recovers damages, the Licensee shall not be entitled to any share of the damages so recovered. In the event of such prosecution and/or litigation with respect to such infringement and/or potential infringement of Licensed Rights and/or in investigations into such infringements, the Licensor and the Licensee agree to co-operate with each other and to assist each other to the maximum extent, and agrees to employ its own counsel intervene and join in action, provide witnesses, all papers, documents or other instruments to each other, to give statements and to testify as may be required in such investigations, prosecutions and/or litigation. CO-OPERATION Each party shall cooperate with the other party when such cooperation may reasonably be expected for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees the performance of that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsparty’s obligations.

Infringement by Third Parties. 10.2.1 Licensee (a) Each party shall have advise the rightother promptly upon becoming aware of any infringement by a third party of any Patent Right within the Territory. The Licensor shall, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, within reasonable limits and at its own expensediscretion, may institute any suit promptly take such action (legal or suits which it may deem necessary. Licensee shall be entitled otherwise) as is required to retain any and all money damages it receives in connection with restrain such suit or suitsinfringement. The Licensee shall have cooperate fully with the right Licensor, at the latter's reasonable expense, in the Licensor's effort to institute and prosecute restrain such suits, and to employ infringement. The Licensee may be represented by counsel of its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff selection at its own expense in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except or proceeding brought to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the rightrestrain such infringement, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to control the suit or proceeding and obtain all benefits in the recoveries resulting from such suit or proceeding, whether by judgment, award, decree or settlement. (b) If, within sixty (60) days of the Licensee's giving notice to the Licensor of any third party infringement within the Territory, the Licensor fails to institute and prosecute such suitsan infringement action or proceeding that the Licensee reasonably feels is required, and to employ the Licensee shall have the right at its own counsel discretion at any time thereafter to institute an action or proceeding in the Territory for infringement of any of the claim or claims of the Patent Rights. It is agreed that in such suits; event the Licensee or its sublicensee may institute any such suit in its own name or in the names of each party to this Agreement (subject, in the case of Licensor, to its prior written consent which shall not be unreasonably withheld) and the Licensee shall bear the expense of any such suit or suits and shall obtain all of the benefits in the recoveries resulting therefrom, whether by judgment, award, decree or settlement. Should the Licensee bring any such suit or proceeding, the Licensor shall pay for cooperate in all services rendered by counsel so retained, and for all incidental reasonable ways with the Licensee in such suit or proceeding at the Licensee's expense. (c) Both the parties hereto may mutually agree to bear equally the costs and expenses. Licensor agrees that Licensee may join as a party plaintiff expenses in any such suit initiated by Licensor pertaining to infringement or proceeding. If the parties so agree, they shall share equally in any and all benefits in the Field of License regarding the Systemrecovery whether by judgment, at Licensee's sole expenseaward, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsdecree or settlement.

Infringement by Third Parties. 10.2.1 5.1 Licensee and Alliance shall promptly give notice in writing to each other of any known actual or potential infringement of the Licensed Patents. In the event any Licensed Patents are infringed by an unlicensed third party, Licensee and Alliance shall have the right to abate ▇▇ ▇revent such infringement as follows. 5.1.1 Alliance shall have the right, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives take appropriate action in connection with any proceeding or suit to abate ▇▇ ▇o prevent an infringement. Notwithstanding the foregoing, Alliance shall provide cooperation as may be reasonably required by Licensee in connection with any such proceeding(s) commenced by Licensee. Before commencing any action to abate ▇▇ ▇o prevent the infringement, Alliance will first consult with the DOE, as required by the Litigation and Claims provision of the Prime Contract between DOE and Alliance, and in the event DOE authorizes Alliance to undertake an infringement suit, Alliance shall further consult with Licensee to determine if Licensee also wishes to enter into such suit. With respect to any suit or suits. The brought by Alliance, Licensee shall have the right to institute and prosecute such suits, be represented by counsel at the suit proceedings and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and participate therein at its own expensecost, may institute any suit or suits it may deem necessary. The Licensor but shall not have the right to institute and prosecute such suitscontrol the suit. Licensee agrees to cooperate with, and give reasonable assistance to, Alliance in abating or preventing an infringement. 5.1.2 The cost and expenses of all suits brought by Alliance under Section 5.1.1 above shall be equally shared by Alliance and each licensee entering into the suit, out of any settlement amount, damages or other monetary awards recovered in favor of Alliance. Alliance and Licensee shall share, on a pro rata basis, any award or judgment resulting from a suit brought by either party pursuant to employ its own counsel this Section 5. 5.2 Alliance and the Government shall not be liable for such suits; and Licensor shall pay any costs or losses incurred as a result of an action for all services rendered by counsel so retainedinfringement brought against the Licensee as a result of Licensee’s exercise of any right granted under this Section 5, and for Licensee shall indemnify and hold Alliance, the Government, their officers, employees and agents harmless against all incidental costs liability, expenses and expenses. Licensor agrees that Licensee may join costs, including attorneys’ fees incurred as a party plaintiff in result of any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestssuch suit.

Infringement by Third Parties. 10.2.1 6.1 Licensee shall have give notice of any discovered third party infringement of the rightProprietary Rights to LMER. In the event that LMER does not take appropriate action to stop or prevent such infringement within ninety (90) days after receiving such notice and diligently pursue such action, but not Licensee has the obligationright to take appropriate action to stop and prevent the infringement, including the right to institute file suit. 6.2 In the event that Licensee files suit to stop infringement or defends any action against the validity of any patent included in the Proprietary Rights, Licensee shall indemnify and prosecute hold LMER harmless against all liability, expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such costs as a reduction of any royalties due and payable to LMER under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to LMER in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action as well as paying LMER for any reduction of royalties pursuant to this section, Licensee shall pay LMER its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of such actions; provided, however, that the party in control of such action shall reimburse the other party for any and all suits costs and expenses in providing data and other information necessary to enjoin any and all infringes the conduct of the Licensed Patents, where action. 6.6 The party having filed such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee action shall be entitled to retain any in control of such action and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute dispose of such suitsaction in whatever reasonable manner it determines to be the best interest of parties hereto, and to employ its own counsel for such suits; and Licensee except that any settlement which affects or admits issues of patent validity shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding require the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interestsadvance written approval of LMER. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 10.2.1 Licensee shall have the right, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patentslicensed patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's Licensor s sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's Licensor s best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's Licensee s best interests.

Infringement by Third Parties. 10.2.1 Licensee shall have the right, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes infringers of the Licensed Patentslicensed patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suits, suits and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes suits to enjoin any and all infringers of the '552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 10.2.1 In the case that either Licensor or Licensee becomes aware of any actual or potential infringement by a third party of any of the Intellectual Property or the Licensed Patents, the party gaining such knowledge shall promptly notify the other. Promptly following such notice, Licensor and Licensee shall confer and consider bringing a joint action. In the event that Licensor and Licensee agree not to file a joint action, Licensor shall have the right, initial right (but not the obligation, ) to institute bring suit and prosecute initiate proceedings relating to any and all suits to enjoin any and all infringes infringement of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suits, Patents and to employ its own counsel for such suits; settle the same and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may cause Licensee to join it as a party plaintiff in to any such suit initiated by at no expense to Licensee regarding the Systemif necessary for Licensor to have proper standing to bring such action. If Licensor declines to bring such claim, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have then be afforded the right to institute bring suit and prosecute such suits, initiate proceedings relating to any infringement of the Licensed Patents and to employ its own counsel for such suits; settle the same and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may cause Licensor to join it as a party plaintiff in to any such suit initiated at no expense to Licensor if necessary for Licensee to have proper standing to bring such action. All costs and expenses relating to any such suit or suits or proceeding shall be paid for by Licensor pertaining to infringement the party bringing suit or initiating proceedings, and any and all recoveries, awards, or payments from said suits or any settlements thereof shall be the property of such party; provided that in the Field case of License regarding a joint action, the SystemLicensor and Licensee shall agree, at Licensee's sole expenseprior to commencing such action, where on a proper allocation of any recovery or award. Each of Licensor and Licensee shall reasonably cooperate with and assist the other in all such suits as Licensee deems that joining as a party plaintiff is reasonably appropriate or necessary and all costs and expenses thereof shall be borne by the party bringing suit or imitating proceedings. If either party becomes aware of any infringement of the Patents or misappropriation of the Technology or Improvements by any third-party, such party shall promptly notify the other party of such and provide the other party with any and all evidence thereof in Licensee's best interestsits possession or control.

Infringement by Third Parties. 10.2.1 6.1 Licensee shall have give notice of any discovered third-party infringement to Energy Systems. In the rightevent that Energy Systems does not take appropriate action to stop or prevent such infringement within ninety (90) days after receiving such notice and diligently pursue such action, but not Licensee has the obligationright to take appropriate action to stop and prevent the infringement, including the right to institute file suit. 6.2 In the event that Licensee files suit to stop infringement or defends any action against the validity of the patent, Licensee shall indemnify and prosecute hold Energy Systems harmless against all liability, expense and costs, including attorneys' fees incurred as a result of any such suit. 6.3 Licensee may, however, apply all such Licensee costs as a reduction of any royalties due and payable to Energy Systems under the terms of this Agreement at such time as verified bills of costs actually incurred are reported to Energy Systems in accordance with the Records and Reports Section hereinabove. 6.4 In the event Licensee secures a judgment against any third party infringer, after accounting for and paying all of Licensee's costs associated with prosecution of such action as well as paying Energy Systems for any reduction of royalties pursuant to this section, Licensee shall pay Energy Systems its royalties as set forth hereinabove on any balance of proceeds actually received and Licensee shall retain any such remaining balance of proceeds. 6.5 The parties hereby agree to cooperate with each other in the prosecution of any such legal actions or settlement actions undertaken under this section and each will provide to the other all pertinent data in its possession which may be helpful in the prosecution of such actions; provided, however, that the party in control of such action shall reimburse the other party for any and all suits costs and expenses in providing data and other information necessary to enjoin any and all infringes the conduct of the Licensed Patents, where action. 6.6 The party having filed such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee action shall be entitled to retain any in control of such action and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute dispose of such suitsaction in whatever reasonable manner it determines to be the best interest of parties hereto, and to employ its own counsel for such suits; and Licensee except that any settlement which affects or admits issues of patent validity shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff in any suit initiated by Licensee regarding require the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interestsadvance written approval of Energy Systems. 10.2.2 Except to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the right, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to institute and prosecute such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interests.

Infringement by Third Parties. 10.2.1 Licensee (a) Each party shall have advise the rightother promptly upon becoming aware of any infringement by a third party of any Patent Right within the Territory. The Licensor shall, but not the obligation, to institute and prosecute any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of the Technology in the Field of License; and from time to time during the continuance of this Agreement, within reasonable limits and at its own expensediscretion, may institute any suit promptly take such action (legal or suits which it may deem necessary. Licensee shall be entitled otherwise) as is required to retain any and all money damages it receives in connection with restrain such suit or suitsinfringement. The Licensee shall have cooperate fully with the right Licensor, at the latter's reasonable expense, in the Licensor's effort to institute and prosecute restrain such suits, and to employ infringement. The Licensee may be represented by counsel of its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff selection at its own expense in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except or proceeding brought to the extent that Licensee has instituted or plans to institute a suit under Article 10.2.1, Licensor shall have the rightrestrain such infringement, but not the obligation, to institute and prosecute any and all infringes of the 552 Patent where such infringement affects Licensor's use, sale, or rights to the System, and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits it may deem necessary. The Licensor shall have the right to control the suit or proceeding and obtain all benefits in the recoveries resulting from such suit or proceeding, whether by judgment, award, decree or settlement. (b) If, within sixty (60) days of the Licensee's giving notice to the Licensor of any third party infringement within the Territory, the Licensor fails to institute and prosecute such suitsan infringementaction or proceeding that the Licensee reasonably feels is required, and to employ the Licensee shall have the right at its own counsel discretion at any time thereafter to institute an action or proceeding in the Territory for infringement of any of the claim or claims of the Patent Rights. It is agreed that in such suits; event the Licensee or its sublicensee may institute any such suit in its own name or in the names of each party to this Agreement (subject, in the case of Licensor, to its prior written consent which shall not be unreasonably withheld) and the Licensee shall bear the expense of any such suit or suits and shall obtain all of the benefits in the recoveries resulting therefrom, whether by judgment, award, decree or settlement. Should the Licensee bring any such suit or proceeding, the Licensor shall pay for cooperate in all services rendered by counsel so retained, and for all incidental reasonable ways with the Licensee in such suit or proceeding at the Licensee's expense. (c) Both the parties hereto may mutually agree to bear equally the costs and expenses. Licensor agrees that Licensee may join as a party plaintiff expenses in any such suit initiated by Licensor pertaining to infringement or proceeding. If the parties so agree, they shall share equally in any and all benefits in the Field of License regarding the Systemrecovery whether by judgment, at Licensee's sole expenseaward, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsdecree or settlement.

Infringement by Third Parties. 10.2.1 Licensee shall have the right, but not the obligation, first right to institute and prosecute enforce or have enforced at no expense to Licensor any and all suits to enjoin any and all infringes of the Licensed Patents, where such infringements affects the Licensee's use of rights in the Technology in and Know-How to the Field of License; extent exclusively licensed hereunder against infringement by third parties and from time to time during the continuance of this Agreement, and at its own expense, may institute any suit or suits which it may deem necessary. Licensee shall be entitled to retain recovery from such enforcement. Upon Licensee's undertaking to pay all expenditures reasonably incurred by Licensor, Licensor shall reasonably cooperate in any and all money damages it receives in connection with such suit or suits. The Licensee shall have the right to institute and prosecute such suitsenforcement and, and to employ its own counsel for such suits; and Licensee shall pay for all services rendered by counsel so retainedas necessary, and for all incidental costs and expenses. Licensee agrees that Licensor may join as a party plaintiff therein. After first deducting its costs and expenses incurred in any suit initiated by Licensee regarding the System, at Licensor's sole expense, where Licensor deems that joining as a party plaintiff is necessary and in Licensor's best interests. 10.2.2 Except respect of enforcement (to the extent not otherwise awarded by settlement or a court), Licensee shall pay Licensor Royalty Fees (calculated in accordance with Section 4.1, above), on the balance of any monetary recovery to the extent such monetary recovery is held to be a reasonable royalty or damages in lieu thereof. In the event that Licensee has instituted does not file suit against or plans commence settlement negotiations with a substantial infringer of Licensor's Technology and Know-How within six (6) months of receipt of a written demand from Licensor that Licensee bring suit, then the parties will consult with one another in an effort to determine whether a reasonably prudent licensee would institute a suit under Article 10.2.1, Licensor shall have litigation to enforce the rightrights in question in light of all relevant business and economic factors (including, but not limited to, the obligationprojected cost of such litigation, to institute the likelihood of success on the merits, the probable amount of any damage award, the prospects for satisfaction of any judgment against the alleged infringer, the possibility of counterclaims against Licensee and prosecute Licensor, the diversion of Licensee's human and economic resources, the impact of any possible adverse outcome on Licensee and all infringes of the 552 Patent where such infringement affects effect any publicity might have on Licensee's and Licensor's userespective reputations and goodwill). If the parties cannot agree, salethe determination will be made by a mutually and reasonably acceptable third party consultant. If after such process, or rights to the System, it is determined that a suit should be filed and from time to time during the continuance of this Agreement, and at its own expense, may institute any Licensee does not file suit or suits it may deem necessary. The commence settlement negotiations forthwith against the substantial infringer, then Licensor shall have the right to institute enforce any Technology right licensed hereunder on behalf of itself and prosecute Licensee (Licensor retaining all recoveries from such suits, and to employ its own counsel for such suits; and Licensor shall pay for all services rendered by counsel so retained, and for all incidental costs and expenses. Licensor agrees that Licensee may join as a party plaintiff in any suit initiated by Licensor pertaining to infringement in the Field of License regarding the System, at Licensee's sole expense, where Licensee deems that joining as a party plaintiff is necessary and in Licensee's best interestsenforcement).