Common use of Patent Infringement Clause in Contracts

Patent Infringement. In the event the IC or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC and its licensees, in cooperation with the Institution, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party has been formally notified of the infringement by the IC, the IC shall have the right, after consulting with the Institution, to commence suit on its own account. The Institution may commence its own suit after consultation with the IC. The IC may permit its licensees to bring suit on their own account, and the IC shall retain the right to join any licensee's suit. The Institution shall take no action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of the Institution, the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs incurred by the IC in opposing any joinder action. Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related to the legal action or suit, and the remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. 8.1 In the event the IC or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC Institution and its licensees, in cooperation with the InstitutionIC, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party infringer has been formally notified of the infringement by the ICInstitution, the IC Institution shall have the right, after consulting with the InstitutionIC, to commence suit on its own account. The Institution IC may join the Institution's suit or commence its own suit after consultation with the IC. suit. 8.2 The IC Institution may permit its licensees to bring suit on their own account, but only if the IC and the Institution elect not to commence separately or join each other in any suit, other than as nominal party plaintiff, either by formal notice or by failure to act within the ninety (90) day period set forth in Paragraph 8.1. The IC shall retain the right to join any licensee's suit. The . 8.3 Neither a licensee nor the Institution shall take no action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by the IC in opposing any joinder action. . 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related relating to the legal action or suitaction, and the remainder of the damages shall be considered Net Revenues. . 8.5 Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. In the event the IC or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC Institution and its licensees, in cooperation with the InstitutionIC, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party infringer has been formally notified of the infringement by the ICInstitution, the IC Institution shall have the right, after consulting with the InstitutionIC, to commence suit on its own account. The Institution IC may join the Institution's suit or commence its own suit after consultation with the ICsuit. The IC Institution may permit its licensees to bring suit on their own account, but only if the IC and the Institution elect not to commence separately or join each other in any suit, other than as nominal party plaintiff, either by formal notice or by failure to act within the ninety (90) day period set forth in Paragraph 8.1. The IC shall retain the right to join any licensee's suit. The Neither a licensee nor the Institution shall take no action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by the IC in opposing any joinder action. Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related relating to the legal action or suitaction, and the remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. In (a) Each Party shall promptly report in writing to the event other Party during the IC term of this Agreement any known infringement or the Institution, including its licensees, shall learn of the substantial suspected infringement of any patent subject to this Agreement, the party who learns of the infringement shall Patents, and promptly notify the other party in writing and shall provide the other party Party with all available evidence supporting said infringement, suspected infringement, or unauthorized use or misappropriation. (b) Except as provided in Section 7.4(c) below, Xcyte shall have the right to initiate an infringement or other appropriate suit anywhere in the Territory against any third party who at any time has infringed, or is suspected of infringing, any of the infringementPatents in the Field. The IC Xcyte shall give GI sufficient advance notice of its intent to file said suit and its licenseesthe reasons therefor, and shall provide GI with an opportunity to make suggestions and comments regarding such suit. Xcyte shall keep GI promptly informed, and shall from time to time consult with GI regarding the status of any such suit and shall provide GI with copies of all documents filed in, and all written communications relating to, such suit. Xcyte shall have the sole and exclusive right to select counsel for any such suit and shall, except as provided below, pay all expenses of the suit, including without limitation attorneys’ fees and court costs. GI, in cooperation with the Institutionits sole discretion, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement may elect, within ninety sixty (9060) days after the infringing party has been formally notified commencement of such litigation, to contribute to the costs incurred by Xcyte in connection with such litigation and, if it so elects, any damages, royalties, settlement fees or other consideration received by Xcyte or any of its Affiliates for infringement as a result of such litigation shall be shared by Xcyte and GI pro rata based on their respective sharing of the costs of such litigation. In the event that GI elects not to contribute to the costs of such litigation, Xcyte and/or its Sublicensees shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, GI shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. GI shall offer reasonable assistance to Xcyte in connection therewith at no charge to Xcyte except for reimbursement of reasonable out-of-pocket expenses, incurred in rendering such assistance. GI shall have the right to participate and be represented in any such suit by its own counsel at its own expense. (c) In the ICevent that Xcyte elects not to initiate an infringement or other appropriate suit pursuant to Section 7.4(b) above, the IC Xcyte shall promptly advise GI of its intent not to initiate such suit, and GI shall have the right, at the expense of GI, of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any of the Patents in the Field. GI shall have the sole and exclusive right to select counsel for any such suit and shall, except as provided below, pay all expenses of the suit including without limitation attorneys’ fees and court costs. Xcyte, in its sole discretion, may elect, within sixty (60) days after consulting with the Institutioncommencement of such litigation, to commence suit on contribute to the costs incurred by GI in connection with such litigation and, if it so elects, any damages, royalties, settlement fee or other consideration received by GI or any of its own account. The Institution may commence its own suit after consultation with the IC. The IC may permit its licensees to bring suit Affiliates for infringement as a result of such litigation shall be shared by GI and Xcyte pro rata based on their own accountrespective sharing of the costs of such litigation. In the event that Xcyte elects not to contribute to the costs of such litigation, and GI and/or its Affiliates shall be entitled to retain any damages, royalties, settlement fees or other consideration for infringement resulting therefrom. If necessary, Xcyte shall join as a party to the IC suit but shall retain be under no obligation to participate except to the extent that such participation is required as a result of being a named party to the suit. At GI’s request, Xcyte shall offer reasonable assistance to GI in connection therewith at no charge to GI except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance. Xcyte shall have the right to join any licensee's suit. The Institution shall take no action to compel the IC either to initiate or to join participate and be represented in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of the Institution, the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs incurred by the IC in opposing any joinder action. Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related to the legal action or suit, and the remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, own counsel at its own expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. 8.1 In the event the IC or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC and its licensees, in cooperation with the Institution, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party has been formally notified of the infringement by the IC, the IC shall have the right, after consulting with the Institution, to commence suit on its own account. The Institution may commence its own suit after consultation with the IC. . 8.2 The IC may permit its licensees to bring suit on their own account, and the IC shall retain the right to join any licensee's suit. . 8.3 The Institution shall take no action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of the Institution, the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs incurred by the IC in opposing any joinder action. . 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related to the legal action or suit, and the remainder of the damages shall be considered Net Revenues. . 8.5 Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. (a) In the event the IC that EMORY or the Institution, including its licensees, shall learn INSTITUTION becomes aware of the substantial infringement or claim of infringement of any patent subject to this Agreementwithin any territory under the PATENT RIGHTS, each shall inform the other in writing of all details available. If the PATENT RIGHTS have not already been licensed, the party who learns parties shall confer with the intent of reaching mutual agreement on whether and in what manner to enforce the rights of the infringement parties thereto, whether by appropriate legal proceedings or otherwise (including, without limitation, the settlement or abandonment of any claim either party may have against any third party). EMORY and INSTITUTION shall promptly share all costs relating to any such agreed upon enforcement action in the same proportions as the parties will share revenues under Section 4 herein. Any sums recovered with respect to any such action shall be applied first to reimburse out-of-pocket expenses incurred by EMORY and INSTITUTION relating to the enforcement action and the remaining sums shall be deemed NET REVENUES hereunder and shall be shared by the parties as set forth in Section 4 above. (b) If either EMORY or INSTITUTION elects not to enforce or to continue to enforce the PATENT RIGHTS, it shall notify the other party in writing and shall provide writing. Under such circumstances, the other party, may elect to prosecute the infringers at its sole expense provided that (i) the party with electing to prosecute shall pay all available evidence costs and expenses arising out of such prosecution, (ii) the infringement. The IC and its licensees, in cooperation with party electing to prosecute shall not have any right to surrender the Institution, shall use their best efforts non-prosecuting party’s rights or to eliminate grant any infringer any rights other than a license subject to the infringement without litigation. If the efforts conditions of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party has been formally notified of the infringement by the IC, the IC shall have the right, after consulting with the Institution, to commence suit on its own account. The Institution may commence its own suit after consultation with the IC. The IC may permit its licensees to bring suit on their own accountArticle 3 herein, and the IC shall retain the right to join (iii) any licensee's suit. The Institution shall take no action to compel the IC either to initiate or to join in any suit for patent infringement. Should the Government be made a party sums recovered with respect to any such suit by motion or any other action of the Institution, the Institution shall be applied first to reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs out-of-pocket expenses incurred by the IC parties relating to the enforcement action and the remaining sums, including NET REVENUES, shall be shared by the parties in opposing any joinder proportion to their financial contribution toward the enforcement action. Legal action or suits In any infringement suit instituted to eliminate infringement or recover damages enforce the PATENT RIGHTS pursuant to Paragraph 8.1 shall be this AGREEMENT, both parties shall, at the full request and expense of the party by whom suit is brought. All damages recovered thereby shall first be used initiating such suit, make a reasonable effort to reimburse each party for its expenses related cooperate in all respects and, to the legal action or suitextent possible, have its employees testify when requested and make available relevant records, papers, information, samples, and the remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be availablelike.

Patent Infringement. 8.1 In the event the IC PHS or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC Institution and its licensees, in cooperation with the InstitutionPHS, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party infringer has been formally notified of the infringement by the ICInstitution, the IC Institution shall have the right, after consulting with the InstitutionPHS, to commence suit on its own account or to permit the Institution’s licensee to commence suit on the licensee’s own account. The Institution PITS may join the Institution’s suit or commence its own suit. 8.2 If neither the Institution nor its licensee (i) bring suit within one (1) year after consultation the parties arc formally notified of the existence of an infringement, or (ii) are in negotiations with the IC. The IC may permit its licensees infringing party to ▇▇▇▇▇ the infringement within such one (1) year period and either ▇▇▇▇▇ the infringement or bring suit on their own account, and within an additional one (1) year period; then PHS may bring suit to ▇▇▇▇▇ the IC shall retain infringement at PHS’ sole expense. 8.3 Neither a licensee nor the right to join any licensee's suit. The Institution shall take no action to compel the IC PHS either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any ally other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by the IC PHS in opposing any joinder action. . 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related relating to the legal action or suitaction, and the remainder of the damages shall be considered Net Revenues. . 8.5 Each party agrees to cooperate with the other in litigation proceedings. The IC PHS may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. 8.1 In the event the IC PHS or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC Institution and its licensees, in cooperation with the InstitutionPHS, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party infringer has been formally notified of the infringement by the ICInstitution, the IC Institution shall have the right, after consulting with the InstitutionPHS, to commence suit on its own account or to permit the Institution’s licensee to commence suit on the licensee’s own account. The Institution PHS may join the Institution’s suit or commence its own suit. 8.2 If neither the Institution nor its licensee (i) bring suit within one (I) year after consultation the parties are formally notified of the existence of an infringement, or (ii) are in negotiations with the IC. The IC may permit its licensees infringing party to ▇▇▇▇▇ the infringement within such one (I) year period and either ▇▇▇▇▇ the infringement or bring suit on their own account, and within an additional one (1) year period; then PHS may bring suit to ▇▇▇▇▇ the IC shall retain infringement at PUS’ sole expense. 8.3 Neither a licensee nor the right to join any licensee's suit. The Institution shall take no action to compel the IC PHS either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of a licensee or the Institutioninstitution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by the IC PHS in opposing any joinder action. . 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related relating to the legal action or suitaction, and the remainder of the damages shall be considered Net Revenues. . 8.5 Each party agrees to cooperate with the other in litigation proceedings. The IC PHS may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. 8.1 In the event the IC NIH or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC Institution and its licensees, in cooperation with the InstitutionNIH, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party infringer has been formally notified of the infringement by the ICInstitution, the IC Institution shall have the right, after consulting with the InstitutionNIH, to commence suit on its own account. The Institution NIH may join the Institution's suit or commence its own suit after consultation with the IC. suit. 8.2 The IC Institution may permit its licensees to bring suit on their own account, but only if the NIH and the IC Institution elect not to commence separately or join each other in any suit, other than as nominal party plaintiff, either by formal notice or by failure to act within the ninety (90) day period set forth in Paragraph 8.1. The NIH shall retain the right to join any licensee's suit. The . 8.3 Neither a licensee nor the Institution shall take no action to compel the IC NIH either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by the IC NIH in opposing any joinder action. . 8.4 Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related relating to the legal action or suitaction, and the remainder of the damages shall be considered Net Revenues. . 8.5 Each party agrees to cooperate with the other in litigation proceedings. The IC NIH may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official or designee for resolution. The Institution and the IC shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. In the event the IC NIH or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC Institution and its licensees, in cooperation with the InstitutionNIH, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party infringer has been formally notified of the infringement by the ICInstitution, the IC Institution shall have the right, after consulting with the InstitutionNIH, to commence suit on its own account. The Institution NIH may join the Institution's suit or commence its own suit after consultation with the ICsuit. The IC Institution may permit its licensees to bring suit on their own account, but only if the NIH and the IC Institution elect not to commence separately or join each other in any suit, other than as nominal party plaintiff, either by formal notice or by failure to act within the ninety (90) day period set forth in Paragraph 8.1. The NIH shall retain the right to join any licensee's suit. The Neither a licensee nor the Institution shall take no action to compel the IC NIH either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of a licensee or the Institution, the licensee or the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including any and all costs incurred by the IC NIH in opposing any joinder action. Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related relating to the legal action or suitaction, and the remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC NIH may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official Director of the the NIH or designee for resolution. The Institution and the IC NIH shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.

Patent Infringement. In the event the IC NIH or the Institution, including its licensees, shall learn of the substantial infringement of any patent subject to this Agreement, the party who learns of the infringement shall promptly notify the other party in writing and shall provide the other party with all available evidence of the infringement. The IC NIH and its licensees, in cooperation with the Institution, shall use their best efforts to eliminate the infringement without litigation. If the efforts of the parties are not successful in eliminating the infringement within ninety (90) days after the infringing party has been formally notified of the infringement by the ICNIH, the IC NIH shall have the right, after consulting with the Institution, to commence suit on its own account. The Institution may commence its own suit after consultation with the ICNIH. The IC NIH may permit its licensees to bring suit on their own account, and the IC NIH shall retain the right to join any licensee's suit. The Institution shall take no action to compel the IC NIH either to initiate or to join in any suit for patent infringement. Should the Government be made a party to any such suit by motion or any other action of the Institution, the Institution shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs incurred by the IC NIH in opposing any joinder action. Legal action or suits to eliminate infringement or recover damages pursuant to Paragraph 8.1 shall be at the full expense of the party by whom suit is brought. All damages recovered thereby shall first be used to reimburse each party for its expenses related to the legal action or suit, and the remainder of the damages shall be considered Net Revenues. Each party agrees to cooperate with the other in litigation proceedings. The IC NIH may be represented, at its expense, by counsel of its choice in any suit. This Agreement shall be construed in accordance with U.S. Federal law, as interpreted and applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations shall preempt any conflicting or inconsistent provisions in this Agreement. The Institution agrees to be subject to the jurisdiction of U.S. courts. Any controversy or any disputed claim by either party against the other arising under or related to this Agreement shall be submitted jointly to the Institution’s President or designee and to the designated IC official Director of the NIH or designee for resolution. The Institution and the IC NIH shall be free after written decisions are issued by those officials to pursue any and all administrative or judicial remedies which may be available.