Common use of Patent Prosecution and Infringement Clause in Contracts

Patent Prosecution and Infringement. 6.1 UABRF shall be responsible for the prosecution and maintenance of the Licensed Patents using counsel of its choice. UABRF shall provide Licensee with copies of relevant documentation so that Licensee may be informed and apprised of the continuing prosecution of Licensed Patents. Licensee shall have the right to comment on such continuing prosecution, and such comments shall not be unreasonably denied for inclusion in UABRF prosecution and maintenance. Licensee agrees to keep such patent information Confidential. 6.2 UABRF shall retain full ownership and title to the Licensed Patents. 6.3 UABRF intends to protect Licensed Patents against infringers or otherwise act to eliminate infringement when, in UABRF’s sole judgment, such action may be reasonably necessary, proper, and justified. 6.4 In the event that Licensee learns of infringement of potential commercial significance of any patent licensed under this Agreement, it will provide UABRF with (i) written notice of such infringement, and (ii) any evidence of such infringement available to it (the “Infringement Notice”). Any Infringement Notice will be considered Confidential Information as described herein. UABRF shall have the right to terminate this Agreement immediately if the Licensee notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights without first obtaining the written consent of UABRF. Both UABRF and Licensee, and as applicable, its Sublicensee(s) will use their best efforts to reasonably cooperate with each other to terminate such infringement without litigation. 6.5 The Licensee retains the right to bring suit against an infringer for infringement of its own patents that may be Sublicensed with the Licensed Patents (“Related Suit”). Should Licensee request that UABRF be named as a party in a Related Suit, or should Licensee seek inclusion of the Licensed Patents under a Related Suit, Licensee must obtain prior written consent of UABRF. All costs for UABRF’s participation in a Related Suit will be borne by the Licensee. 6.6 Any agreement made by Licensee for purposes of settling litigation in a Related Suit or other dispute that includes a Sublicense shall comply with the requirements of this Agreement.

Patent Prosecution and Infringement. 6.1 UABRF 12.1 After the Effective Date of this Agreement, LICENSEE shall be responsible have the primary responsibility for the prosecution filing, prosecution, and maintenance of all Licensed Patent(s), including the conduct of all interference, opposition, nullity, and revocation proceedings, using counsel of its choice reasonably acceptable to STANFORD; provided, however, that STANFORD shall have reasonable opportunity to advise and consult with LICENSEE on such matters and may instruct LICENSEE to take such action as STANFORD believes reasonably necessary to protect the Licensed Patent(s). Counsel shall provide both LICENSEE and STANFORD with copies of all material correspondence related to filing, prosecution, and maintenance of the Licensed Patents using counsel Patent(s). Invoices for legal services shall be sent directly to LICENSEE with a copy directed to STANFORD. If LICENSEE decides to abandon any patent or patent application within the Licensed Patent(s), it shall give timely notice to STANFORD, which may continue prosecution or maintenance at its sole expense; and any such abandoned patent or patent application shall cease to be a Licensed Patent(s) as of the date of such notice. 12.2 Payment of all reasonable fees and costs relating to the filing, prosecution, and maintenance of the Licensed Patent(s) after the Effective Date of this Agreement shall be the responsibility of LICENSEE. 12.3 STANFORD shall promptly inform LICENSEE of any suspected infringement of any Licensed Patent(s) by a third party. LICENSEE shall have the right at its choiceexpense to initiate and control any proceeding relating to any infringement by a third party or any Licensed Patent(s), any declaratory action alleging invalidity or noninfringement of any Licensed Patent(s), or any interference, opposition, nullity or revocation proceeding relating to any Licensed Patent(s) ("Protective Action"). UABRF In pursuing such Protective Action, LICENSEE shall provide Licensee STANFORD with copies of relevant documentation so that Licensee may be informed material information related to the Protective Action and apprised of shall have the continuing prosecution of Licensed Patentsright, but not the obligation, to join STANFORD as a party to the Protective Action at LICENSEE's expense. Licensee STANFORD shall have the right to comment on participate in the Protective Action with its own counsel at its own expense. If LICENSEE brings a Protective Action, it may enter into a settlement, consent judgment, or other voluntary final disposition of such continuing prosecutionProtective Action at its sole option. Any damages recovered by a Protective Action shall be used first to reimburse LICENSEE for the costs (including attorneys' and expert fees) of such Protective Action actually paid by LICENSEE; and the remainder, if any shall be retained by LICENSEE, except that LICENSEE shall pay STANFORD **** of said remainder. 12.4 If LICENSEE decides not to bring a Protective Action after LICENSEE receives notice from STANFORD under Section 12.3, LICENSEE shall inform STANFORD and STANFORD may institute a Protective Action. In such event, STANFORD shall control such Protective Action, including any settlement, consent judgment or other voluntary final disposition thereof at its sole option, shall bear the entire cost of such Protective Action, and such comments shall not be unreasonably denied for inclusion in UABRF prosecution and maintenance. Licensee agrees entitled to keep such patent information Confidential. 6.2 UABRF shall retain full ownership and title to the Licensed Patents. 6.3 UABRF intends to protect Licensed Patents against infringers or otherwise act to eliminate infringement when, in UABRF’s sole judgment, such action may be reasonably necessary, proper, and justified. 6.4 In the event that Licensee learns of infringement of potential commercial significance entire amount of any patent licensed under this Agreementrecovery or settlement. STANFORD may, it will provide UABRF with (i) written notice of such infringementat its expense, and (ii) any evidence of such infringement available to it (the “Infringement Notice”). Any Infringement Notice will be considered Confidential Information as described herein. UABRF shall have the right to terminate this Agreement immediately if the Licensee notifies a third party of infringement or puts such third party on notice of the existence of any Patent Rights without first obtaining the written consent of UABRF. Both UABRF and Licensee, and as applicable, its Sublicensee(s) will use their best efforts to reasonably cooperate with each other to terminate such infringement without litigation. 6.5 The Licensee retains the right to bring suit against an infringer for infringement of its own patents that may be Sublicensed with the Licensed Patents (“Related Suit”). Should Licensee request that UABRF be named join LICENSEE as a party to such Protective Action. 12.5 Should either STANFORD or LICENSEE commence a Protective Action under this Article 12 and thereafter elect to abandon the same, it shall give timely notice to the other party who may, if it so desires, continue prosecution of such Protective Action, provided, however, that the sharing of past and future expenses and any recovery in such Protective Action shall be as agreed upon between STANFORD and LICENSEE. 12.6 In any Protective Action initiated by a Related Suitparty under this Article 12, or should Licensee seek inclusion the other party hereto shall, at the request and expense of the Licensed Patents under a Related Suitparty initiating such Protective Action, Licensee must obtain prior written consent of UABRF. All costs for UABRF’s participation cooperate in a Related Suit will be borne by all respects and make available relevant records, papers, information, samples, and the Licenseelike. 6.6 Any agreement made by Licensee for purposes of settling litigation in a Related Suit or other dispute that includes a Sublicense shall comply with the requirements of this Agreement.

Patent Prosecution and Infringement. 6.1 UABRF 7.1. Bioenvision shall be responsible provide Dechra with copies of allowed patent claims when such claims are allowed in the Licensed Field and in the Licensed Territory for the all Licensed Patents, Licensed Inventions and Licensed Improvements licensed hereunder 7.2. Bioenvision shall provide Dechra with draft copies of all correspondence and filings and related prosecution and maintenance of documents on the Licensed Patents using counsel of its choiceand Dechra shall promptly provide comments, if any, to Bioenvision. UABRF Bioenvision shall provide Licensee confer with copies of relevant documentation so Dechra, and shall make reasonable efforts to have Dechra's suggestions regarding prosecution tactics and strategy adopted by Stegram with respect to Licensed Patents that Licensee may be informed and apprised of are licensed to Bioenvision from Stegram under the continuing prosecution of Licensed PatentsCo-Development Agreement. Licensee Notwithstanding the foregoing, Dechra acknowledges that, under the Co-Development Agreement, Stegram shall have the right to comment on take such continuing prosecution, and such comments shall not be unreasonably denied for inclusion in UABRF prosecution and maintenance. Licensee agrees to keep such patent information Confidential. 6.2 UABRF shall retain full ownership and title to the Licensed Patents. 6.3 UABRF intends to protect Licensed Patents against infringers or otherwise act to eliminate infringement when, in UABRF’s sole judgment, such action may be actions as are reasonably necessary, properin Stegram's good faith judgment, to preserve all rights under such Licensed Patents as are licensed to Bioenvision from Stegram under the Co-Development Agreement and justifiedto maintain such Licensed Patents and patent applications in the name of Stegram. As soon as practical, subsequent to the filing of any prosecution document, Bioenvision shall provide Dechra with a copy of the document. In addition, Bioenvision shall provide Dechra with a copy of any official office action and copies of responses and submissions filed by Bioenvision or filed by Stegram and in the possession of Bioenvision. 6.4 7.3. Bioenvision shall inform Dechra at least forty-five (45) days prior to any decision having as a result the failure to file, or the abandonment of a Licensed Patent application or failure to maintain a Licensed Patent licensed hereunder, so that Dechra may take over and maintain such Licensed Patent in force in the name of Bioenvision or Stegram, as the case may be. 7.4. In the event that Licensee learns Bioenvision decides not to pay patenting expenses in any jurisdiction in the Licensed Territory, whether as provided in Article 11 of infringement the Co-Development Agreement or otherwise, Bioenvision agrees to notify Dechra promptly of potential commercial significance such decision. In such event, Dechra may elect to maintain such Licensed Patent in force, in the name of Bioenvision or Stegram, as the case may be. 7.5. Either party promptly shall notify the other party of any patent licensed under this Agreement, it will provide UABRF with (i) written notice suspected infringement by a third party of such infringementthe Licensed Patents in the Licensed Field and the Licensed Territory, and (ii) each party promptly shall inform the other of any evidence of such infringement available to it (the “Infringement Notice”)infringement. Any Infringement Notice will be considered Confidential Information as described herein. UABRF Dechra shall have the right to terminate this exercise, in the name and on behalf of Bioenvision, the rights of Bioenvision under Article 12 of the Co-Development Agreement immediately if with respect to infringements in the Licensee notifies Licensed Field and the Licensed Territory. 7.6. In the event that either party becomes aware of the institution by a third party of infringement or puts such third party on notice of any proceedings for the existence revocation of any Licensed Patent Rights without first obtaining in the written consent of UABRFLicensed Field and in any country in the Licensed Territory, such party shall notify the other party promptly. Both UABRF and Licensee, and as applicable, its Sublicensee(s) will use their best efforts to reasonably cooperate with each other to terminate such infringement without litigation. 6.5 The Licensee retains Dechra shall have the right to bring suit against participate in any such proceeding at its own expense, in its own name. 7.7. In the event that either party becomes aware of any claim by a third party that the exercise by Dechra of its rights under the license granted by Bioenvision constitutes an infringer for infringement of its own patents such third party's rights, such party shall notify the other party promptly. Dechra shall have the right to exercise, in the name and on behalf of Bioenvision, the rights of Bioenvision under Article 14 of the Co-Development Agreement. 7.8. In the event that may be Sublicensed with Bioenvision obtains a legally assignable ownership interest in any issued Licensed Patent in the Licensed Patents (“Related Suit”). Should Licensee request that UABRF be named as a party in a Related Suit, or should Licensee seek inclusion of Territory which claims subject matter solely within the Licensed Patents under a Related SuitField, Licensee must obtain prior Bioenvision agrees, on the written consent request of UABRF. All costs for UABRF’s participation Dechra and without further consideration from Dechra, to assign to Dechra all of Bioenvision's right, title and interest in a Related Suit will be borne by the Licenseeand to such Licensed Patent, and to execute such instruments as Dechra may reasonably request to effect, perfect and record such assignment. 6.6 Any agreement made by Licensee for purposes of settling litigation in a Related Suit or other dispute that includes a Sublicense shall comply with the requirements of this Agreement.