Common use of Infringement of Intellectual Property Clause in Contracts

Infringement of Intellectual Property. In the event that at any time hereafter there shall not be pending in the Territory a suit by Quinlan against an infringer or misappropriator of any of the I▇▇▇▇▇▇▇tual Property based on infringement or misappropriation of such scale that if licensed on the terms imposed in this Agreement, the annual royalty returned to Quinlan would be at least Five Thousand Dollars ($5,000) per year, ▇▇▇▇ ▇f any person or company shall produce, market or sell products coming within the definition of Product, and if: 1. Poore Brothers shall give Quinlan written notice that such pro▇▇▇▇▇on, marketing or ▇▇▇▇ ▇▇ an infringement or misappropriation of any of the Intellectual Property; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2. Poore Brothers shall request in writing that suit be brought u▇▇▇▇ the Intellectual Property so infringed or misappropriated against such person or company because of such infringement or misappropriation; and 3. Poore Brothers and Quinlan obtain an opinion from a mutually accept▇▇▇▇ law firm ▇▇ ▇▇▇ Territory that such person or company is likely infringing or misappropriating any of the Intellectual Property; and 4. Quinlan fails to bring such suit for infringement or misappropria▇▇▇▇ ▇f the Intellectual Property identified in the law firm's opinion or to obtain discontinuance of such infringement or misappropriation within one hundred twenty (120) days after receipt of Poore Brothers' request under subparagraph 2 above; and ▇. Sales of such person or company of such products is of such volume as to produce, if licensed, royalties of at least Five Thousand Dollars ($5,000) per year, then, in such case, Poore Brothers shall be permanently relieved of the payment ▇▇ ▇oyalties that would otherwise accrue from the time conditions 1-5 are all satisfied until the day Quinlan shall bring suit against the likely infringer o▇ ▇▇▇appropriator or shall obtain discontinuance of said infringement or misappropriation. Failure to pay royalties pursuant to this Article shall not adversely affect any rights of Poore Brothers under this Agreement or provide a basis for Qu▇▇▇▇▇ to exercise any rights otherwise available to it con▇▇▇▇▇ ▇o the interest of Poore Brothers under this Agreement.

Infringement of Intellectual Property. (a) The provisions of this Section 13.5 shall apply solely: (i) with respect to all alleged infringements of Anti-IgE Trademarks; (ii) with respect to all alleged infringements of any Anti-IgE Patent or any alleged misappropriation with respect to any Company Information or Know-How, in each case by a Third Party, and (iii) with respect to all actions by any Third Party for a declaration that any of the Anti-IgE Patents or Anti-IgE Trademarks are not infringed, are invalid or unenforceable, but with respect to (ii) and (iii), only if, and only to the extent that, the alleged infringement or misappropriation relates to the development, manufacture, use or sale of, or if and only to the extent that the party infringing or seeking such declaration is developing, manufacturing, using or selling, an Antibody which: *****. (b) The Parties shall together use commercially reasonable efforts to monitor the applicable markets and to inform themselves of any potential infringement of any of the Anti-IgE Patents or Anti-IgE Trademarks. In the event that at any time hereafter there shall not be pending in the Territory a suit by Quinlan against an infringer or misappropriator Party becomes aware of any infringement of any of the I▇▇▇▇▇▇▇tual Property based on Anti-IgE Patents or Anti-IgE Trademarks or any misappropriation with respect to any Company Information or Know-How, or aware of any action by any Third Party for a declaration that any of the Anti-IgE Patents or Anti-IgE Trademarks hereunder are not infringed, are invalid or unenforceable, such Party shall promptly notify the other Parties in writing, including the available evidence of such infringement or misappropriation other conduct. (c) As soon as reasonably practicable after the receipt of such scale that if licensed on the terms imposed in this Agreementnotice, the annual royalty returned Parties shall cause a reasonable number of their respective representatives with responsibility for the prosecution, enforcement and/or defense of the Anti-IgE Patents, Anti-IgE Trademarks, Company Information or Know-How, as applicable, to Quinlan would meet and consider the appropriate course of action with respect to such infringement, misappropriation or action for declaratory relief; provided, however, that: (i) with respect to any Anti-IgE Trademarks outside the United States, ***** shall control the prosecution of any lawsuits against Third Parties relating to infringement thereof if it elects in its sole discretion to prosecute any such suit and shall be at least Five Thousand Dollars deemed to be the Lead Litigating Party with respect thereto *****; and ($5,000ii) per yearwith respect to any Anti-IgE Patent which is not: *****, ▇▇▇▇ ▇f any person action to enforce or company defend such Anti-IgE Patent shall producerequire the consent of the owner (or all joint owners, market if applicable) of such Anti-IgE Patent. The owner (or sell products coming within owners) shall meet with the definition of Productother Parties to discuss, and if:shall consider in good faith, any action to enforce or defend any such Anti-IgE Patent; 1(iii) with respect to: *****, any action to enforce or defend such Anti-IgE Patent shall *****, and the owner (or all joint owners, if applicable) shall reasonably cooperate in any action to enforce or defend such Anti-IgE Patent (including joining in any such action if necessary to establish or maintain standing or to claim damages); and (iv) With respect to Company Information or Know-How misappropriated by a Third Party as identified in Section 13.5(b) (or implicated in any action brought under Section 13.5(d)), the Party(ies) Controlling such Company Information or Know-How shall confer with the other Parties and give due and reasonable consideration under the circumstances to bringing or participating in an action or proceeding for misappropriation with respect to such Company Information or Know-How (whether or not combined with a patent proceeding under Section 13.5(d) as may be appropriate) *****. Poore Brothers shall give Quinlan written notice that such pro▇▇▇▇▇onSuch actions may include, marketing but are not limited to, bringing an action, suit or ▇▇▇▇ ▇▇ other appropriate proceeding or threatening to bring an action suit or other appropriate proceeding, to prevent or eliminate the infringement or misappropriation of any such Anti-IgE Patent, Anti-IgE Trademark or any Know-How. At such meeting, or at such later time as may be unanimously agreed by the Parties, each Party shall provide notice to the other Parties as to whether it intends participating as a party to any action to protect and enforce the applicable Anti-IgE Patent, Anti-IgE Trademark, Company Information or any Know-How in such territory (and each Party electing to be a party to any such action shall be a “Litigating Party” and together such Parties shall be the “Litigating Parties” with respect to such action; provided, however, that any Party which does not elect to be a party to any such action shall not be a “Litigating Party” with respect thereto regardless of whether it is required to join such action in order to establish or maintain standing for the action). (d) The Litigating Parties shall nominate one of their number to be the Lead Litigating Party; provided, however, that unless otherwise unanimously agreed by the Litigating Parties for a particular action: (A) as set forth above, Novartis shall be the Lead Litigating Party with respect to the prosecution of any lawsuits against Third Parties relating to infringement of any Anti-IgE Trademarks outside the United States; (B) if the owner (or if jointly owned, the Controlling Party) of the Intellectual Propertyapplicable Anti-IgE Patent, Anti-IgE Trademark, Company Information or any Know-How is a Litigating Party for the applicable action, then it shall be the Lead Litigating Party for such action; (C) if the owner (or if jointly owned, the Controlling Party) of the applicable Anti-IgE Patent, Anti-IgE Trademark, Company Information or any Know-How is not a Litigating Party for the applicable action, then ***** shall be the Lead Litigating Party; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(D) if there is only one Litigating Party, MARKED BY BRACKETSthen it shall be the Lead Litigating Party. The Lead Litigating Party shall control the prosecution and settlement (if any, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION and only to the extent such settlement does not materially affect the rights of any other Party ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934including, AS AMENDED. 2. Poore Brothers shall request in writing that suit be brought uwithout limitation, by the grant of a covenant-not-to-▇▇▇▇ , dismissal with prejudice, license or release)) of such action, suit or proceedings, and shall select and engage legal counsel reasonably acceptable to the Intellectual Property so infringed other Litigating Parties to represent the Litigating Parties in any such action; provided, however, that each other Party may also engage separate legal counsel to represent it with respect to such action, suit or misappropriated proceeding, which representation shall be at the sole cost and expense of such Party *****. Each other Party, regardless of whether or not it is a Litigating Party, agrees to cooperate with the Litigating Parties in any reasonable manner in any such action, suit or proceeding, at the expense of the Litigating Parties, including, without limitation, joining as a party to such action, suit or proceeding, if necessary to maintain standing or to claim damages; provided, however, that (iii) if any Party which is not a Litigating Party is subject to a Third Party counterclaim, action, suit or proceeding in connection with an action brought against such person or company because Third Party by the Litigating Parties under this Section 13.5, such Party may join (and the Litigating Parties shall reasonably assist in such joinder) the action brought by the Litigating Parties (and thereby become a Litigating Party with respect thereto for all purposes of this Section 13.5), by, at its option and in its sole discretion, providing written notice to the Litigating Parties within ***** of the initiation of such infringement counterclaim, action, suit or misappropriation; andproceeding and agreeing to pay to the Litigating Parties that portion of the amount of costs and expenses incurred by the Litigating Parties as of such date as such joining Party would have owed under Section 13.5(e) had such Party been a Litigating Party at the outset of such action. 3. Poore Brothers (e) All costs and Quinlan obtain expenses of, and all amounts awarded as damages, profits or otherwise in connection with any action pursuant to Section 13.5(d) above, to the extent relating to Anti-IgE Antibodies or Anti-IgE Products, *****: (iv) A Litigating Party may, if it so chooses, withdraw from (but not settle) an opinion action under this Section 13.5 (and thereby be relieved from a mutually accept▇▇▇▇ law firm ▇▇ ▇▇▇ Territory that continuing to fund its allocable cost of the action), provided that, such person or company is likely infringing or misappropriating Party thereby forfeits its rights to any proceeds from such action and shall not be entitled to recover any of its cost spent to the Intellectual Property; and 4date of its withdrawal, and such Party shall continue to cooperate (including by remaining a named party to such action, if necessary) with any remaining Litigating Parties as necessary for such Litigating Parties to continue to pursue such action. Quinlan fails ***** In the event that an injunction is awarded in an action pursuant to bring such suit for paragraph (d) above and that injunction prohibits an activity which is alleged to be an infringement of an Anti-IgE Patent or misappropria▇▇▇▇ ▇f Anti-IgE Trademark or a misappropriation of any Company Information or Know-How, each non-Litigating Party shall pay to the Intellectual Property identified in Litigating Party or Parties an aggregate amount equal to ***** of the law firm's opinion or to obtain discontinuance share of costs and expenses of such infringement or misappropriation within one hundred twenty (120) days after receipt of Poore Brothers' request under subparagraph 2 above; and ▇. Sales of action as would have been payable by such person or company of Party if it had elected to be a Litigating Party, and such products is of such volume as to produce, if licensed, royalties of at least Five Thousand Dollars ($5,000) per year, then, in such case, Poore Brothers payment shall be permanently relieved shared between the Litigating Parties in proportion to the share of the payment ▇▇ ▇oyalties that would otherwise accrue from costs and expenses paid by them with respect to the time conditions 1-5 are all satisfied until the day Quinlan shall bring suit against the likely infringer o▇ ▇▇▇appropriator or shall obtain discontinuance of said infringement or misappropriationaction. Failure to pay royalties pursuant to this Article shall not adversely affect any rights of Poore Brothers under this Agreement or provide a basis for Qu▇▇▇▇▇ to exercise any rights otherwise available to it con▇▇▇▇▇ ▇o the interest of Poore Brothers under this Agreement.*****

Infringement of Intellectual Property. (a) The provisions of this Section 13.5 shall apply solely: (i) with respect to all alleged infringements of Anti-IgE Trademarks; (ii) with respect to all alleged infringements of any Anti-IgE Patent or any alleged misappropriation with respect to any Company Information or Know-How, in each case by a Third Party, and (iii) with respect to all actions by any Third Party for a declaration that any of the Anti-IgE Patents or Anti-IgE Trademarks are not infringed, are invalid or unenforceable, but with respect to (ii) and (iii), only if, and only to the extent that, the alleged infringement or misappropriation relates to the development, manufacture, use or sale of, or if and only to the extent that the party infringing or seeking such declaration is developing, manufacturing, using or selling, an Antibody which: *****. (b) The Parties shall together use commercially reasonable efforts to monitor the applicable markets and to inform themselves of any potential infringement of any of the Anti-IgE Patents or Anti-IgE Trademarks. In the event that at any time hereafter there shall not be pending in the Territory a suit by Quinlan against an infringer or misappropriator Party becomes aware of any infringement of any of the I▇▇▇▇▇▇▇tual Property based on Anti-IgE Patents or Anti-IgE Trademarks or any misappropriation with respect to any Company Information or Know-How, or aware of any action by any Third Party for a declaration that any of the Anti-IgE Patents or Anti-IgE Trademarks hereunder are not infringed, are invalid or unenforceable, such Party shall promptly notify the other Parties in writing, including the available evidence of such infringement or misappropriation other conduct. (c) As soon as reasonably practicable after the receipt of such scale that if licensed on the terms imposed in this Agreementnotice, the annual royalty returned Parties shall cause a reasonable number of their respective representatives with responsibility for the prosecution, enforcement and/or defense of the Anti-IgE Patents, Anti-IgE Trademarks, Company Information or Know-How, as applicable, to Quinlan would meet and consider the appropriate course of action with respect to such infringement, misappropriation or action for declaratory relief; provided, however, that: (i) with respect to any Anti-IgE Trademarks outside the United States, ***** shall control the prosecution of any lawsuits against Third Parties relating to infringement thereof if it elects in its sole discretion to prosecute any such suit and shall be at least Five Thousand Dollars deemed to be the Lead Litigating Party with respect thereto *****; and ($5,000ii) per yearwith respect to any Anti-IgE Patent which is not: *****, ▇▇▇▇ ▇f any person action to enforce or company defend such Anti-IgE Patent shall producerequire the consent of the owner (or all joint owners, market if applicable) of such Anti-IgE Patent. The owner (or sell products coming within owners) shall meet with the definition of Productother Parties to discuss, and if:shall consider in good faith, any action to enforce or defend any such Anti-IgE Patent; 1(iii) with respect to: *****, any action to enforce or defend such Anti-IgE Patent shall *****, and the owner (or all joint owners, if applicable) shall reasonably cooperate in any action to enforce or defend such Anti-IgE Patent (including joining in any such action if necessary to establish or maintain standing or to claim damages); and (iv) With respect to Company Information or Know-How misappropriated by a Third Party as identified in Section 13.5(b) (or implicated in any action brought under Section 13.5(d)), the Party(ies) Controlling such Company Information or Know-How shall confer with the other Parties and give due and reasonable consideration under the circumstances to bringing or participating in an action or proceeding for misappropriation with respect to such Company Information or Know-How (whether or not combined with a patent proceeding under Section 13.5(d) as may be appropriate) *****. Poore Brothers shall give Quinlan written notice that such pro▇▇▇▇▇onSuch actions may include, marketing but are not limited to, bringing an action, suit or ▇▇▇▇ ▇▇ other appropriate proceeding or threatening to bring an action suit or other appropriate proceeding, to prevent or eliminate the infringement or misappropriation of any such Anti-IgE Patent, Anti-IgE Trademark or any Know-How. At such meeting, or at such later time as may be unanimously agreed by the Parties, each Party shall provide notice to the other Parties as to whether it intends participating as a party to any action to protect and enforce the applicable Anti-IgE Patent, Anti-IgE Trademark, Company Information or any Know-How in such territory (and each Party electing to be a party to any such action shall be a “Litigating Party” and together such Parties shall be the “Litigating Parties” with respect to such action; provided, however, that any Party which does not elect to be a party to any such action shall not be a “Litigating Party” with -64- respect thereto regardless of whether it is required to join such action in order to establish or maintain standing for the action). (d) The Litigating Parties shall nominate one of their number to be the Lead Litigating Party; provided, however, that unless otherwise unanimously agreed by the Litigating Parties for a particular action: (A) as set forth above, Novartis shall be the Lead Litigating Party with respect to the prosecution of any lawsuits against Third Parties relating to infringement of any Anti-IgE Trademarks outside the United States; (B) if the owner (or if jointly owned, the Controlling Party) of the Intellectual Propertyapplicable Anti-IgE Patent, Anti-IgE Trademark, Company Information or any Know-How is a Litigating Party for the applicable action, then it shall be the Lead Litigating Party for such action; (C) if the owner (or if jointly owned, the Controlling Party) of the applicable Anti-IgE Patent, Anti-IgE Trademark, Company Information or any Know-How is not a Litigating Party for the applicable action, then ***** shall be the Lead Litigating Party; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT(D) if there is only one Litigating Party, MARKED BY BRACKETSthen it shall be the Lead Litigating Party. The Lead Litigating Party shall control the prosecution and settlement (if any, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION and only to the extent such settlement does not materially affect the rights of any other Party ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934including, AS AMENDED. 2. Poore Brothers shall request in writing that suit be brought uwithout limitation, by the grant of a covenant-not-to-▇▇▇▇ , dismissal with prejudice, license or release)) of such action, suit or proceedings, and shall select and engage legal counsel reasonably acceptable to the Intellectual Property so infringed other Litigating Parties to represent the Litigating Parties in any such action; provided, however, that each other Party may also engage separate legal counsel to represent it with respect to such action, suit or misappropriated proceeding, which representation shall be at the sole cost and expense of such Party *****. Each other Party, regardless of whether or not it is a Litigating Party, agrees to cooperate with the Litigating Parties in any reasonable manner in any such action, suit or proceeding, at the expense of the Litigating Parties, including, without limitation, joining as a party to such action, suit or proceeding, if necessary to maintain standing or to claim damages; provided, however, that (iii) if any Party which is not a Litigating Party is subject to a Third Party counterclaim, action, suit or proceeding in connection with an action brought against such person or company because Third Party by the Litigating Parties under this Section 13.5, such Party may join (and the Litigating Parties shall reasonably assist in such joinder) the action brought by the Litigating Parties (and thereby become a Litigating Party with respect thereto for all purposes of this Section 13.5), by, at its option and in its sole discretion, providing written notice to the Litigating Parties within ***** of the initiation of such infringement counterclaim, action, suit or misappropriation; andproceeding and agreeing to pay to the Litigating Parties that portion of the amount of costs and expenses incurred by the Litigating Parties as of such date as such joining Party would have owed under Section 13.5(e) had such Party been a Litigating Party at the outset of such action. 3. Poore Brothers (e) All costs and Quinlan obtain expenses of, and all amounts awarded as damages, profits or otherwise in connection with any action pursuant to Section 13.5(d) above, to the extent relating to Anti-IgE Antibodies or Anti-IgE Products, *****: (iv) A Litigating Party may, if it so chooses, withdraw from (but not settle) an opinion action under this Section 13.5 (and thereby be relieved from a mutually accept▇▇▇▇ law firm ▇▇ ▇▇▇ Territory that continuing to fund its allocable cost of the action), provided that, such person or company is likely infringing or misappropriating Party thereby forfeits its rights to any proceeds from such action and shall not be entitled to recover any of its cost spent to the Intellectual Property; and 4date of its withdrawal, and such Party shall continue to cooperate (including by remaining a named party to such action, if necessary) with any remaining Litigating Parties as necessary for such Litigating Parties to continue to pursue such action. Quinlan fails ***** In the event that an injunction is awarded in an action pursuant to bring such suit for paragraph (d) above and that injunction prohibits an activity which is alleged to be an infringement of an Anti-IgE Patent or misappropria▇▇▇▇ ▇f Anti-IgE Trademark or a misappropriation of any Company Information or Know-How, each non-Litigating Party shall pay to the Intellectual Property identified in Litigating Party or Parties an aggregate amount equal to ***** of the law firm's opinion or to obtain discontinuance share of costs and expenses of such infringement or misappropriation within one hundred twenty (120) days after receipt of Poore Brothers' request under subparagraph 2 above; and ▇. Sales of action as would have been payable by such person or company of Party if it had elected to be a Litigating Party, and such products is of such volume as to produce, if licensed, royalties of at least Five Thousand Dollars ($5,000) per year, then, in such case, Poore Brothers payment shall be permanently relieved shared between the Litigating Parties in proportion to the share of the payment ▇▇ ▇oyalties that would otherwise accrue from costs and expenses paid by them with respect to the time conditions 1-5 are all satisfied until the day Quinlan shall bring suit against the likely infringer o▇ ▇▇▇appropriator or shall obtain discontinuance of said infringement or misappropriationaction. Failure to pay royalties pursuant to this Article shall not adversely affect any rights of Poore Brothers under this Agreement or provide a basis for Qu▇▇▇▇▇ to exercise any rights otherwise available to it con▇▇▇▇▇ ▇o the interest of Poore Brothers under this Agreement.*****

Infringement of Intellectual Property. Upon a Party learning of any infringement or threatened infringement of any Licensed Technology in the Territory, such Party shall promptly inform the other Party in writing of any such infringement and shall supply such other Party with all evidence pertaining to such infringement in such Party’s possession. In the event that at of any time hereafter there shall not be pending infringement or threatened infringement of the Licensed Technology by a Third Party in the Territory a suit by Quinlan Territory, W▇▇▇▇▇ shall have the first right to file an action against an infringer any such infringing Third Party or misappropriator of any seek abatement of the Iinfringement by such Third Party at W▇▇▇▇▇’ sole cost and expense and by counsel of its own choice, and Adamis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Adamis shall fully cooperate with W▇▇tual Property based on infringement or misappropriation of such scale that if licensed on the terms imposed in this Agreement, the annual royalty returned to Quinlan would be at least Five Thousand Dollars ($5,000) per year, ▇▇▇▇ ▇f in any person or company shall produce, market or sell products coming within the definition of Product, and if: 1. Poore Brothers shall give Quinlan written notice that such proaction brought by W▇▇▇▇▇on, marketing or ▇▇▇▇ ▇▇ an infringement or misappropriation of any of including by being joined as a party. In the Intellectual Property; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2. Poore Brothers shall request in writing that suit be brought u▇▇▇▇ the Intellectual Property so infringed or misappropriated against such person or company because of such infringement or misappropriation; and 3. Poore Brothers and Quinlan obtain an opinion from a mutually accept▇▇▇▇ law firm ▇▇ ▇▇▇ Territory that such person or company is likely infringing or misappropriating any of the Intellectual Property; and 4. Quinlan fails to bring such suit for infringement or misappropria▇▇▇▇ ▇f the Intellectual Property identified in the law firm's opinion or to obtain discontinuance of such infringement or misappropriation within one hundred twenty (120) days after receipt of Poore Brothers' request under subparagraph 2 above; and ▇. Sales of such person or company of such products is of such volume as to produce, if licensed, royalties of at least Five Thousand Dollars ($5,000) per year, then, in such case, Poore Brothers shall be permanently relieved of the payment ▇▇ ▇oyalties that would otherwise accrue from the time conditions 1-5 are all satisfied until the day Quinlan shall bring suit against the likely infringer o▇ ▇▇▇appropriator or shall obtain discontinuance of said infringement or misappropriation. Failure to pay royalties pursuant to this Article shall not adversely affect any rights of Poore Brothers under this Agreement or provide a basis for Quevent W▇▇▇▇▇ does not file an action or seek abatement within (a) seventy-five (75) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the Applicable Laws, whichever comes first, then Adamis shall have the right, but not the obligation, to exercise file an action against any rights otherwise available to it consuch infringing Third Party or seek abatement of the infringement by such Third Party at Adamis’ sole cost and expense and by counsel of its own choice, and W▇▇▇▇▇ shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. W▇o ▇▇▇▇ shall make reasonable efforts to promptly notify Adamis in writing if W▇▇▇▇▇ decides not to file an action or seek abatement. W▇▇▇▇▇ shall fully cooperate with Adamis in such action, including by being joined as a party. Except as otherwise agreed to by the interest Parties as part of Poore Brothers under a cost-sharing arrangement, any recovery or damages realized as a result of such action or proceeding with respect to Licensed Technology shall be used first to reimburse the documented Out-of-Pocket Expenses relating to the action or proceeding that were incurred by the Party that brought and controlled the action or proceeding, any remaining compensatory damages relating to the Product (including lost sales or lost profits with respect to the Product) shall be retained by the Party that brought and controlled such action or proceeding, , and any punitive damages shall be equally shared by the Parties. Notwithstanding the foregoing, (i) the Party bringing such action shall indemnify and reimburse the other Party for all reasonable Out-of-Pocket Expenses incurred by the other Party in connection with the action initiated pursuant to this AgreementSection 7.3, and (ii) if W▇▇▇▇▇ brought and controlled the proceeding, the remaining compensatory damages (i.e., after reimbursement of its documented Out-of-Pocket Expenses) shall be included in Net Profits and subject to the provisions of Section 5.5.

Infringement of Intellectual Property. Upon a Party learning of any infringement or threatened infringement of any Licensed Technology in the Territory, such Party shall promptly inform the other Party in writing of any such infringement and shall supply such other Party with all evidence pertaining to such infringement in such Party’s possession. In the event that at of any time hereafter there shall not be pending infringement or threatened infringement of the Licensed Technology by a Third Party in the Territory a suit by Quinlan Territory, ▇▇▇▇▇▇ shall have the first right to file an action against an infringer any such infringing Third Party or misappropriator of any seek abatement of the Iinfringement by such Third Party at ▇▇▇▇▇▇▇tual Property based on infringement or misappropriation ’ sole cost and expense and by counsel of such scale that if licensed on the terms imposed in this Agreement, the annual royalty returned to Quinlan would be at least Five Thousand Dollars ($5,000) per year, ▇▇▇▇ ▇f any person or company shall produce, market or sell products coming within the definition of Productits own choice, and if: 1Adamis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Poore Brothers Adamis shall give Quinlan written notice that such profully cooperate with ▇▇▇▇▇on, marketing or ▇ in any action brought by ▇▇▇▇ ▇▇ an infringement or misappropriation of any of the Intellectual Property; and [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 2. Poore Brothers shall request in writing that suit be brought u▇▇▇▇ , including by being joined as a party. In the Intellectual Property so infringed or misappropriated against such person or company because of such infringement or misappropriation; and 3. Poore Brothers and Quinlan obtain an opinion from a mutually acceptevent ▇▇▇▇ law firm ▇▇ ▇▇▇ Territory that such person or company is likely infringing or misappropriating any of the Intellectual Property; and 4. Quinlan fails to bring such suit for infringement or misappropria▇▇▇▇ ▇f the Intellectual Property identified in the law firm's opinion or to obtain discontinuance of such infringement or misappropriation within one hundred twenty (120) days after receipt of Poore Brothers' request under subparagraph 2 above; and ▇. Sales of such person or company of such products is of such volume as to produce, if licensed, royalties of at least Five Thousand Dollars ($5,000) per year, then, in such case, Poore Brothers shall be permanently relieved of the payment ▇▇ ▇oyalties that would otherwise accrue from the time conditions 1-5 are all satisfied until the day Quinlan shall bring suit against the likely infringer o▇ ▇▇▇appropriator or shall obtain discontinuance of said infringement or misappropriation. Failure to pay royalties pursuant to this Article shall not adversely affect any rights of Poore Brothers under this Agreement or provide a basis for Qu▇▇▇▇▇ does not file an action or seek abatement within (a) seventy-five (75) days following the notice of alleged infringement or (b) ten (10) days before the time limit, if any, set forth in the Applicable Laws, whichever comes first, then Adamis shall have the right, but not the obligation, to exercise file an action against any rights otherwise available to it consuch infringing Third Party or seek abatement of the infringement by such Third Party at Adamis’ sole cost and expense and by counsel of its own choice, and ▇▇▇▇▇▇ shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. ▇o ▇▇▇▇▇ shall make reasonable efforts to promptly notify Adamis in writing if ▇▇▇▇▇▇ decides not to file an action or seek abatement. ▇▇▇▇▇▇ shall fully cooperate with Adamis in such action, including by being joined as a party. Except as otherwise agreed to by the interest Parties as part of Poore Brothers under a cost-sharing arrangement, any recovery or damages realized as a result of such action or proceeding with respect to Licensed Technology shall be used first to reimburse the documented Out-of-Pocket Expenses relating to the action or proceeding that were incurred by the Party that brought and controlled the action or proceeding, any remaining compensatory damages relating to the Product (including lost sales or lost profits with respect to the Product) shall be retained by the Party that brought and controlled such action or proceeding, , and any punitive damages shall be equally shared by the Parties. Notwithstanding the foregoing, (i) the Party bringing such action shall indemnify and reimburse the other Party for all reasonable Out-of-Pocket Expenses incurred by the other Party in connection with the action initiated pursuant to this AgreementSection 7.3, and (ii) if ▇▇▇▇▇▇ brought and controlled the proceeding, the remaining compensatory damages (i.e., after reimbursement of its documented Out-of-Pocket Expenses) shall be included in Net Profits and subject to the provisions of Section 5.5.